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Home My WebLink AboutWoodward and Curran Inc; 2018-06-12; PSA18-442UTILPSA18-442UTIL General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 3 TO EXTEND AGREEMENT FOR PHASE III RECYCLED WATER FUNDING SUPPORT SERVICES WOODARD & CURRAN, INC. This Amendment No. 3 is entered into and effective as of the ________ day of _________________________, 2020, extending the agreement dated June 12, 2018, (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Woodard & Curran, Inc, a Maine corporation, (“Contractor") (collectively, the “Parties”) for Phase III recycled water funding support services RECITALS A. On September 17, 2018, the Parties executed Amendment No. 1 to the Agreement to conduct a reimbursement audit to verify compliance with CMWD’s Phase III Recycled Water funding through the Clean Water State Revolving Fund, per the terms of the reimbursement agreement with Rancho Costera, LLC, a subsidiary of Toll Brothers, Inc., for recycled water improvements made as part of the Robertson’s Ranch development; and B. On June 10, 2019, the Parties executed Amendment No. 2 to extend and fund the Agreement; and C. The Parties desire to extend and fund the Agreement for a period of one year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on June 11, 2021 on a time and materials basis not-to- exceed thirty-five thousand dollars ($35,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// DocuSign Envelope ID: 81B7DA1F-70F5-4E37-BB08-65CA309E5FB7 7th April PSA18-442UTIL General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WOODARD & CURRAN, INC., a Maine corporation By: By: (sign here) Vicki V. Quiram, General Manager Andy Neal, Vice President (print name/title) By: (sign here) David W. Remick, CFO (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Assistant General Counsel DocuSign Envelope ID: 81B7DA1F-70F5-4E37-BB08-65CA309E5FB7 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/21/2020 (617) 328-6555 (617) 328-6888 20443 Woodard & Curran, Inc. 2175 N. California Blvd., Suite 315 Walnut Creek, CA 94596 35289 20494 A 1,000,000 X X 6014561812 2/23/2020 2/23/2021 500,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000A 6014561843 2/23/2020 2/23/2021 2,000,000B 6014561826 2/23/2020 2/23/2021 2,000,000 0 C X WC676061276 2/23/2020 2/23/2021 1,000,000 N 1,000,000 1,000,000 A Professional Liab 114135520 2/23/2020 Per Claim/Aggregate 1,000,000 A Pollution Liab 114135520 2/23/2020 2/23/2021 1,000,000 If AI box is checked, GL Endorsement Form# CNA75079XX, Auto Endt Form# SCA23500D to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. The City of Carlsbad shall be listed as additional insured with respect to General Liability where required by written contract. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions. Professional Liability Retro-Active Date: Full Prior Acts City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668- ECM # 35050 New York, NY 10163 WOOD&CU-01 CMURPHY Ames & Gough 859 Willard Street Suite 320 Quincy, MA 02169 boston@amesgough.com Continental Casualty Company (CNA) A, XV Continental Insurance Company A(XV) Transportation Insurance Company A(XV) X 2/23/2021 X X X X X X X X Blanket Additional Insured - Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are requiredby written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract; or B.in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the10-01 edition of CG2037; or B.additional insured coverage with "arising out of' language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part. but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance. the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2.supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on anotherendorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in thiscoverage part: Primary and Noncontributory Insurance CNA75079XX (10-16) Policy No: Insurance Carrier Writing Company Insured Name: Page 1 of2 Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its pem,ission. Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERALLIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in theinvestigation, defense, or settlement of the claim; and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insureror self-insurer, whose policy or program applles to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1.the bodily injury or property damage; or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and exoires concurrentlv with said Policv. CNA75079:XX (10-16) Policy No: Insurance Carrier Writing Company Insured Name: Page 2 of2 Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Endorsement No: 4; Page: 1 of 1 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Form No: G-19160-B (11-1997) Endorsement Effective Date: Policy No: WC 6 76061276 Policy Effective Date: 02/23/20 Policy Page: 35 of 55 Endorsement Expiration Date: © Copyright CNA All Rights Reserved. PSA18-442UTIL General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR PHASE III RECYCLED WATER FUNDING SUPPORT SERVICES WOODARD & CURRAN, INC. This Amendment No. 2 is entered into and effective as of the ________ day of _______________________________, 2019, extending the agreement dated June 12, 2018 (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Woodard & Curran, Inc, a Maine corporation, (“Contractor") (collectively, the “Parties”) for Phase III recycled water funding support services. RECITALS A. On September 17, 2018, the Parties executed Amendment No. 1 to the Agreement to conduct a reimbursement audit to verify compliance with CMWD’s Phase III Recycled Water funding through the Clean Water State Revolving Fund, per the terms of the reimbursement agreement with Rancho Costera, LLC, a subsidiary of Toll Brothers, Inc., for recycled water improvements made as part of the Robertson’s Ranch development; and B. The Parties desire to extend and fund the Agreement for a period of one year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on June 11, 2020 on a time and materials basis not-to- exceed thirty-five thousand dollars ($35,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 5B4EE3B8-66A1-4691-99B2-8AB1C87E46F7 10th June PSA18-442UTIL General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WOODARD & CURRAN, INC., a Maine corporation By: By: (sign here) Vicki V. Quiram, General Manager Enrique Lopezcalva, Vice President (print name/title) By: (sign here) David W. Remick, CFO (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: 5B4EE3B8-66A1-4691-99B2-8AB1C87E46F7 PSA18-442UTIL AMENDMENT NO. 1 TO AGREEMENT FOR PHASE Ill RECYCLED WATER FUNDING SUPPORT SERVICES WOODARD & CURRAN, INC. 1 is entered into and effective as of the } I th day of :;-:-:;~~~~'-+,fC-.!~~'----::----:::-' 2018, amending the agreement dated June 12, 2018 (the "Agree nt") by and between the Carlsbad Municipal Water District, , a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and WOODARD & CURRAN, INC, a Maine corporation, ("Contractor'') (collectively, the "Parties") for Phase 111 recycled water funding support services. RECITALS A. The Parties desire to alter the Agreement's scope of work to conduct a reimbursement audit to verify compliance with CMWD's Phase 111 Recycled Water funding through the Clean Water State Revolving Fund, per the terms of the reimbursement agreement with Rancho Costera, LLC, a subsidiary of Toll Brothers, Inc., for recycled water improvements made as part of the Robertson's Ranch development; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifty-six thousand three hundred sixty-six dollars ($56,366.00). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed twenty-one thousand three hundred sixty- six dollars ($21,366). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by the term of the original agreement. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on General Counsel Approved Version 9/27/16 PSA18-442UTIL behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR, WOODARD & CURRAN, INC, a Maine corporation <J).r"~.u w. ,?c-:fj,,cJC c....P0 BP (print name/title)' 1 By~ {s(gre) e:,v:t1Qvt? (,of5-,UA-L-v~ I v,ce--P(l.,~)1()e,v, (print nameA:itle) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad./ ... - By ~J~ SCOTT CHADVV Executive Manager ATTEST: CJa/YYb wi'1tL1r!'-«A--!L BARBARA ENGLESON v-~ Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: __ ~------ Deputy General Counsel General Counsel Approved Version 9/27/16 2 > ..... 4"" WOODARD &CURRAN COMMITMENT & INTEGRITY DRIVE RESULTS Via Electronic Mail May 22, 2018 Lindsey Stephenson Carlsbad Municipal Water District 1635 Faraday Avenue Carlsbad, CA 92008 10509 Vista Sorento Pkwy I Suite 205 San Diego California 92121 www.woodardcurran.com Re: Proposal for CWSRF Audit for Toll Brother's Segment 5 Dear Ms. Stephenson: T 858.875.7400 EXHIBIT "A" Woodard & Curran thanks you for the opportunity to submit a proposal to provide the Carlsbad Municipal Water District (District) with support to confirm compliance of Rancho Costera, LLC, a subsidiary of Toll Brothers, Inc. (Developer), with the requirements of the State Water Resources Control Board's (State Board) Clean Water State Revolving Fund (CWSRF} contract. Under this agreement, the Developer will install a portion of the Segment 5 recycled water pipeline alignment of the District's Phase Ill Recycled Water Project and be reimbursed by the District using a portion of the District's CWSRF loan and Water Recycling Funding Program (WRFP} grant. Woodard & Curran (formerly RMC Water & Environment} has been providing the District with CWSRF support since 2013 for the Phase Ill Recycled Water Project, and our experience working with the District to apply for and administer the funding has given us a deep understanding of the project, its CWSRF contract, and what the State Board requires to show compliance. PROPOSED SCOPE OF WORK Task 1: Project Meetings and Management Task 1 includes activities associated with project management and required meetings. Woodard & Curran will conduct a Project Kick-Off Meeting with the District to review the project's scope of work and schedule, deliverables, and a preliminary data request. Following a review of the Developer's materials (see Task 2), a meeting will be held with the Developer and District to discuss any outstanding questions or missing items. This task also includes bi-weekly calls (every other week for 14 weeks) with the District to review progress and project status and resolve questions that might arise, as well as time for team management and preparation of invoices and progress reports. This task assumes all meetings will be held using Woodard & Curran's teleconference system. Task 1 Deliverables: • Progress Reports and Invoices • Kick-off Meeting Agenda, Schedule, and Materials Task 2: SRF Requirement Audit Task 2 involves an audit of the Developer's materials to confirm compliance with the CWSRF requirements. This task has been divided into four subtasks, as described here. > ~~ WOODARD &CURRAN Subtask 2.1: SRF Requirement Checklist Woodard & Curran will prepare a checklist of requirements based on the District's contract with the Developer and the District's CWSRF contract. A draft checklist will be provided to the District for review and comment, and then revised. Subtask 2. 2: Contracting Materials Review Woodard & Curran will review materials from the Developer against the checklist to confirm that Developer met the requirements of the CWSRF program such that Developer's Segment 5 costs are eligible for reimbursement through the CWSRF. Developer documentation reviewed under this subtask includes those required for preparation of a Final Budget Agreement (FBA), including but not limited to bid protests and resolutions, as-advertised plans and specs, RFPs, American Iron and Steel compliance, Davis-Bacon wage rates compliances, bid tabulation, copy of selected bid, evidence of advertising, disadvantaged business enterprise (DBE) documentation, notice to proceed, and signed construction contract. A summary of Woodard & Curran's assessment of whether the materials meet the requirements of the FBA, including any outstanding documentation or data requests necessary to complete the checklist, will be provided to the District. This task assumes the District will provide copies of all appropriate Developer materials. Subtask 2.3: Reimbursement Request Review Woodard & Curran will review all reimbursement requests from the Developer to confirm appropriate documentation has been provided and that costs are eligible for CWSRF reimbursement. Required documentation includes, but is not limited to, appropriate documentation of hours and rates, receipts or other documentation of expenses, and copies of subconsultant or subcontractor invoices, if applicable. Per CWSRF requirements, travel expenses must adhere to federal limits, and no markups on expenses are allowed. Following review reimbursement requests, Woodard & Curran will provide a summary to the District that shows the reimbursement request, documented costs, costs that have been removed, and reasons why costs were removed. This subtask assumes a single reimbursement request from the Developer. The summary will be provided to the District within 60 days of receipt from the Developer. Subtask 2.4: Compliance with Other CWSRF Requirements Woodard & Curran will confirm that the Developer has complied with other requirements of the CWSRF program, including but not limited to appropriate signage and documentation that any mitigation required for the project under CEQA is being completed. Confirmation of these items will be based solely on submittal of documentation from the Developer, including photos of the required signage at the site. Woodard & Curran will also compile Developer-provided documentation of compliance with the Mitigation Monitoring and Reporting Plan. This subtask assumes the District will provide copies of all appropriate Developer materials. Task 2 Dellverables: • Draft and final checklist • Summary of FBA documentation compliance • Summary of reimbursement request invoice and documentation compliance • Summary of compliance with other CWSRF requirements Carlsbad Municipal Water District CWSRFAudit 2 Woodard & Curran May 22, 2018 > ~~ WOODARD &CURRAN PROPOSED SCHEDULE Woodard & Curran proposes to complete the scope of work in 14 weeks. ExhiM A indicates the anticipated schedule for this project. PROPOSED BUDGET The proposed budget for completion of the work described herein is $21,366. A detailed budget is provided in Exhibit B. We greatly appreciate this opportunity to offer our funding services. Please feel free to call me at 858- 875-7 420 if you have any questions regarding this proposal or require any further information. Sincerely, WOODARD & CURRAN Rosalyn Prickett, AICP Principal CC: Sally Johnson Carlsbad Municipal Water District CWSRFAudit 3 Woodard & Curran May 22, 2018 Activity EXHIBIT A CWSRF Audit for Toll Brother's Segment 5 Proposed Schedule ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ 1 2 3 4 5 6 7 8 9 10 11 12 13 14 uirements ~ .... ~ WOODARD &CURRAN Carlsbad Municipal Water District CWSRF Audit for Toll Brother's Segment 5 1. The Individual hour1y rain Include salary, overhead and profit 2. Subconaultants will be billed at actual cost plus 1 0%. EXHIBITB Fee Estimate May 22, 2018 3. 00-direct coats (OOCa) such aa reproduction, delivery, mUeage (rates will be those allowed by rurrent IRS guidelines), and travel expenHS, will be billed at actual cost plus 10%. 4. RMC niaervea the right to adjust its hourly rate structure and ODC m811\up at the beginning ol the calendar year for all ongoing contracts. WOOD&CU-01 CMURPHY ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/01/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Ames & Gough W8,N:o, Ext): (617) 328-6555 I Fffc, No):(617) 328-6888 859 Willard Street it1DA~~ss: boston@amesgough.com Suite 320 Quincy, MA 02169 INSURER!Sl AFFORDING COVERAGE NAIC# INSURER A: Continental Casualtv Comoanv (CNA) A xv 20443 INSURED INSURER B : National Fire Insurance Company of Hartford A(XV) 20478 Woodard & Curran, Inc. INSURER c: Continental Insurance Comoanv ACXV) 35289 2175 N. California Blvd., Suite 315 INSURER D: Transportation Insurance Comoanv A(XV) 20494 Walnut Creek, CA 94596 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'tr: TYPE OF INSURANCE ~.~P..\-~.~~~ POLICY NUMBER POLICYEFF POLICY EXP LIMITS /MM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ ~ CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED 500,000 X X 6014561812 02/23/2018 02/23/2019 PREMISES /Ea nreurrance\ $ MED EXP !Anv one oersonl $ 15,000 ~ 1,000,000 PERSONAL & ADV INJURY $ ~ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY [K] ~f8r [K] LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ 8 AUTOMOBILE LIABILITY ~~~~}~;~tflNGLE LIMIT $ 1,000,000 X ANY AUTO 6014561843 02/23/2018 02/23/2019 BODILY INJURY fPer oersonl $ --OWNED SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY fPeraccidentl $ HIRED ~8H1~vm'r.~ Fte9~2Jd"IJ.t?AMAGE $ ~ AUTOS ONLY ~ $ C X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE 6014561826 02/23/2018 02/23/2019 AGGREGATE $ 2,000,000 ./ OED I X I RETENTION $ 0 $ D WORKERS COMPENSATION XI ~ffTIITE I I OTH-AND EMPLOYERS' LIABILITY ER YIN X 6014561857 02/23/2018 02/23/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE CE] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional Liab 114135520 02/23/2018 02/23/2019 Per Claim/Agg 1,000,000 ./ A Pollution Llab 114135520 02/23/2018 02/23/2019 Per Claim/Agg 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) If Al box is checked, GL Endorsement Form# CNA75079XX, Auto Endt Form# SCA23500D to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. The City of Carlsbad shall be listed as additional insured with respect to General Liability where required by written contract. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions. Professional Liability Retro-Active Date: Full Prior Acts CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WlTH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668-ECM # 35050 New York, NY 10163 AUTHORIZED REPRESENTATIVE I ~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Policy# 6017075447 CA WC Eff: 2/23/2018 lt is understood and agreed that: Notice of Cancellation to Certificateholders If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. The number of days for such notice for nonpayment of premium will be 10 days. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. CNA87741XX (12-16) © CNA All Rights Reserved. Page 1 of 1 ----= Policy #6017075447, Eff. 2/23/18-2/23/19 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. CA Workers Comp G-19160-B (Ed. 11/97) It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE -~~ The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is s. %. G-19160-B (Ed. 11/97) Page 1 of 1 C'NA Blanket Addftional Insured -Owners, Lessees or Contractors ~ with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the followlng: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as foUows: r. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on thls coverage part, including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organlzatlon is an Insured only with respect to such person or organization's liability for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising Injury caused In Whole or in part by the acts or omissions by or on behalf of the Named Insured and in ihe performance of such Named lnsured's ongoing operations as specified In such written contract; or 2. bodily Injury or property damage caused In whole or In part by your work and included in the products-1:ompleted operations hazard, and only if a. the written contract requires the Named Insured to provide the additional insured such coverage; and b. this coverage part provides such coverage, B. bodily injury, property damage, or personal and advertising Injury arising out of your work described In such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage lncluoed within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage . under the 11-85 or 10-01 edition of CG201 0 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy, including the limits of Insurance, the Insurer wlll not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The Insurance granted by this endorsement to the additional Insured does not apply to bodily Injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the fallure to render, any professional architectural, engineering, or suiveyfng seNices, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions. reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional Insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrmy in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance Is excess of aU other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this Insurance CNA75079XX (1-15) Page 1 of2 . . Insured Name: Policy No: 6014561812 Endorsement No: N/A Effective Date: 02/23/2018 Coi:iyrlght CNA All Rights Reserved. Includes copyrighted malerlal of Jnsuranoe Services Offle&, Inc., with Jla pennlsslon, l i ~ ll ~ .. I ~ I I; I i 'I C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement is required by wntte.fr}contrci"ct to 6e)prfmaiy arid. rioit~htnbfrtoiy, this insurance will be primary and non- contributory relative safely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2, except as provided in Paragraph N. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverase part; 3. send the Insurer copies of all legal papers rec;:eived, and otherwise cooperate with the Insurer In the investigatron, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose pollcy or program applies to a loss that the Insurer covers under this coverage part. However, If the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to Insurance on which the additlonal insured is a named Insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional Insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. Is currently in effect or becomes effective during the term of this poffcy; and B. was executed prior to: 1. the bodny Injury or property damage; or 2. the offense that caused the personal and advertising Injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Polfcy remain unchanged. This endorsement, which fonns a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Polley at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (1-15) Page 2 of2 Insured Name: Polley No: 6014561812 Endorsement No: N/A Effective Date: 02/23/2018 Copyright CNA ATI Rlghls ReseNed. Includes cop)IT!ghted material of lnsuranca SeNlces Office, Inc., wlth ns permission. PSA 18-442UTIL AGREEMENT FOR PHASE Ill RECYCLED WATER FUNDING SUPPORT SERVICES WOODARD & CURRAN, INC. rJHIS AGREEMENT is made and entered into as of the \l ~ day of ,1,):-0. ~ , 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and WOODARD & CURRAN, INC, a Maine corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a water resource planner that is experienced in administering and supporting funding programs for water projects. B. Contractor has the necessary experience in providing professional services and advice related to providing professional services and advice related to grant and loan funding support. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-five thousand dollars ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". General Counsel Approved Version 9/27/17 1 PSA18-442UTIL Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's General Counsel Approved Version 9/27/17 2 PSA 18-442UTIL agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. General Counsel Approved Version 9/27/17 3 PSA18-442UTIL 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD Name Title Lindsey Stephenson, P.E. Senior Engineer Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760-602-7356 For Contractor Name Rosalynn Prickett, AICP Title Principal 10509 Vista Sorrento Parkway, Address Suite 205 Phone E-mail San Diego, CA 92121 858-875-7 420 rprickett@woodardcurran.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. General Counsel Approved Version 9/27/17 4 PSA 18-442UTIL 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes0 NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be General Counsel Approved Version 9/27/17 5 PSA18-442UTIL paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill General Counsel Approved Version 9/27 /17 6 PSA18-442UTIL 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR WOODARD & CURRAN, INC., a Maine corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By:~ =--By: (signhere) ---W--1ed-n_Jd£:...y-=C-h"'-a-1JW.b-""e"'""rs'--.-"G'--e--=--n-"'e""r"""a1'-M=----an-a-g-e-r-- / as authorized by the Executive Manager €lv12-ta,,,le LQff;Z:lAkvA:-_V1W-PPGS1[Je./J (print name/title) 7 (sign here) ~Av, D u {26:y (C .k=-,, Cf 0 (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, General Counsel By: ---~=------:::~~~~- Deputy General Counsel General Counsel Approved Version 9/27/17 7 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On June 4, 2018 before me Steve Berkowitz, Notary Public '-----------------(insert name and title of the officer) personally appeared Enrique Lopezcalva, Vice-President, Woodard & Curran , who proved to me on the basis of satisfactory evidence to be the p~sonjs{ whose name(s-)' ~e suj>scribed to the within instrument and acknowledjled to me that ~/they executed the same in !){§)nerz-t~" authorized capacityves), and that by ~Rer/thetf sign ure'8ron the instrument the person(?1, or the entity upon behalf of which the perso~ acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature __ b=--'-C""'",1'-J.oD'"""""-S?W---"--'=0'-'if=----~"7------(Seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. /V\.o...,"-t... State of 6elifornia County of Cumberland On June 29, 2018 before me Jonathan Gridley, Notary Public '------------------(insert name and title of the officer) personally appeared David Remick, CFO of Woodard & Curran, Inc. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~ 'VJ !);JL~ Signature_~------~~---"-~-- JONATHAN N, O"IC,Ll!Y NOTARY PUBLIC State of Maine My Commission Expires June 9, 2023 (Seal) > ...... ~ WOODARD &CURRAN COMMITMENT & INTEGRITY DRIVE RESULTS Via Electronic Mail May 4, 2018 Ms. Lindsey Stephenson Carlsbad Municipal Water District 1635 Faraday Avenue Carlsbad, CA 92008 10509 Vista Sorento Pkwy I Suite 205 San Diego California 92121 www.woodardcurran.com Re: Proposal for Fiscal Year 2018119 Funding Support Dear Ms. Stephenson: T 858 8757400 EXHIBIT "A" Woodard & Curran appreciates the opportunity to submit a proposal to continue providing Carlsbad Municipal Water District (District) with Fiscal Year 2018/19 (July 1, 2018-June 30, 2019) Funding Support, with the option for up to three 1-year contract extensions. Currently, Woodard & Curran (previously RMC Water and Environment) provides grant administration services under our Fiscal Year 2014/15 Funding Support (Contract No. UTIL 1098). To-date, we have helped the District to submit over $13 million in costs to the State for its Phase Ill Recycled Water Project (Project) under two separate grant and loan programs. We understand the importance of this project to the District's water supply reliability and the essential value of utilizing available State and other funding sources. A proposed scope and fee are described below. PROPOSED SCOPE OF WORK Task 1 -Funding Support RMC will complete funding-related tasks for the District, upon request. These tasks may include, but are not limited to: • Continue to administer Proposition 84 Round 3 (Drought Round) IRWM Implementation Grant, State Revolving Fund (SRF) Loan, and Proposition 1 Water Recycling Funding Program Grant (awarded through the SRF program), for the Phase Ill Recycled Water Project. • Identify funding opportunities by working with the District to understand its funding goals and expectations, and discuss projects it wishes to seek funding for. • Review grant solicitation materials, including project qualification requirements. • Other tasks as requested. Woodard & Curran can also prepare and submit other grant and loan applications, and subsequently administer other funding contracts. We would be happy to submit a separate proposal for these activities, upon request. Task 2 -Project Management and Meetings Woodard and Curran will perform general project management activities, including preparation of monthly invoices and progress reports. It is anticipated that several meetings will be necessary with District staff during identification and preparation of grant and loan applications, and/or grant administration activities. > ...... ~ WOODARD &CURRAN PROPOSED FEE Woodard & Curran proposes to provide the District wITh Fiscal Year 2018/19 Funding Support for a fee not to exceed $35,000 per year, with the opportunity for up to three 1-year extensions, to be billed on a time and materials basis according to our standard rate sheet. We are prepared to begin work on this effort immediately upon your authorization to do so. PROPOSED SCHEDULE Woodard & Curran proposes to start work under this contract on July 1, 2018, with the annual budget running July 1 -June 30 of each fiscal year for which the District chooses to extend this contract. The schedule proposed here (with three 1-year extensions) would end no later than June 30, 2022. Please do not hesITate to contact me (858-875-7420) if you have any questions about this proposal. Sincerely, WOODARD & CURRAN .t,. LC JC/ ~ \ f627 -1 +-f--- I .,, Rosalyn Prickett, AICP Principal cc: Sally Johnson Carlsbad Municipal Water District Proposal for Fiscal Year 2018/19 Funding Support 2 Woodard & Curran May 4, 2018 WOOD&CU-01 CMURPHY ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/01/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER S2f!,1;~cT Ames&GouRh rug,N.fo, Extl: (617) 328-6555 I rffc, Nol:(617) 328-6888 859 Willard S reet Suite 320 ~~l/{~ss: boston@amesgough.com Quincy, MA 02169 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A, Continental Casualtv Comoanv (CNA\ A XV 20443 INSURED INSURER B : National Fire Insurance Company of Hartford A(XV) 20478 Woodard & Curran, Inc. INsuRER c , Continental Insurance Comoanv A(XV\ 35289 2175 N. California Blvd., Suite 315 INSURER D, Transoortation Insurance Comoanv A(XV\ 20494 Walnut Creek, CA 94596 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS ITR ,u~n ....... A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE oo OCCUR DAMAGE TO RENTED 500,000 X X 6014561812 02/23/2018 02/23/2019 PREMISES /Ea occurrence I $ MED EXP (Any one person} $ 15,000 - PERSONAL & ADV INJURY $ 1,000,000 -- GEN"L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 =l POLICY 00 ~rg,: [!]Loe PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea or,-lriantl X ANY AUTO 6014561843 02/23/2018 02/23/2019 BODILY INJURY (Per person} $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) s -- ~L'WPsoNLY ~8{!'~1,%'[~ rRoPERTY NAMAGE s --Per accident s C X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 -6014561826 02/23/2018 02/23/2019 2,000,000 EXCESSUAB CLAIMS-MADE AGGREGATE $ / OED I X I RETENTION $ 0 s D WORKERS COMPENSATION X I ~f~TUTE I I OTH-AND EMPLOYERS" LIABILITY ER Y/N X 6014561857 02/23/2018 02/23/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [fil E.L. EACH ACCIDENT $ iFICERIM~Mtiffi EXCLUDED? N/A 1,000,000 andatory n ) E.L. DISEASE -EA EMPLOYEE $ g~~C~~fi1~ ofoPERATIONS below E.L. DISEASE -POLICY LIMIT s 1,000,000 A Professional Liab 114135520 02/23/2018 02/23/2019 Per Claim/Agg 1,000,000 A Pollution Liab 114135520 02/23/2018 02/23/2019 Per Claim/Agg 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 Addltlonal Remarks Schedule, m1 be attached If more apace la required) If Al box is checked, GL Endorsement Form# CNA75079XX , Auto Endt Form# SCA2 500D to the extent provided therein applies and all coverages are in accordance with the policy terms and conditions. The City of Carlsbad shall be listed as additional insured with respect to General Liability where required by written contract. A Waiver of Subrogation and 30 Day Notice of Cancellation is provided in accordance with the policy terms and conditions. Professional Liability Retro-Active Date: Full Prior Acts CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668-ECM # 35050 New York, NY 10163 AUTHORIZED REPRESENTATIVE I ffll,:)'.,j a!.tJ:4,) ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Policy# 6017075447 CA WC Eff: 2/23/2018 It is understood and agreed that: Notice of Cancellation to Certificate holders If the Named Insured has agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if the Insurer cancels a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate holders at least 30 days in advance of the date cancellation is effective. The number of days for such notice for nonpayment of premium will be 10 days. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate holder on file with the Agent of Record will be sufficient to prove notice. Any failure by the Insurer to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon the Insurer or the Agent of Record. CNA87741XX (12-16) © CNA All Rights Reserved. Page 1 of 1 ---!!!!!!!! Policy #6017075447, Eff. 2/23/18-2/23/19 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. CA Workers Comp G-19160-8 (Ed. 11/97) It is agreed that Part One Workers' Compensation Insurance G. Recovery From Others and Part Two Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE -~~ The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is s. %. G-19160-B (Ed. 11/97) Page 1 of 1 C'NA Blanket AddJtional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organizatlon whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organlzatlon, If any, speclflcally set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liabUlty for: A. unless paragraph B. below applies, 1. bodily injury, property damage, or personal and advertising Injury caused In whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named lnsured's ongoing operations as specified In such written contract; or 2. bodily Injury or property damage caused In whole or In part by your work and included in the products-completed operations hazard, and only If a. the written contract requires the Named Insured to provide the additional Insured such coverage; and b. this coverage part provides such coverage. B. bodily injury, property damage, or personal and advertising Injury arising out of your work described in such written contract, but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional Insured coverage . under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this poDcy, Including the limits of Insurance, the Insurer w!II not provide such additlonal Insured wijh: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. ID. The Insurance granted by this endorsement to the additional Insured does not apply to bodily Injury, property damage, or personal and advertising Injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or sU1Veylng services, including: 1. the preparing, approving, or falling to prepare or approve maps, shop drawings, opinions. reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured Is specifically listed as an additional Insured on another endorsement attached to this coverage part IV. Notwithstanding anything to the contrary fn the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this Insurance Is excess of all other Insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, If this insurance CNA75079XX (1-15) Page 1 of2 Insured Name: Policy No: 6014561812 Endorsement No: N/A Effective Date: 02/23/2018 Copyright CNA All Rights Reserved, lnoludes copyrighted meterlal of Insurance Services Office, lno., with Ifs permission, I ' ' ! I r ji " ii [ I! i1 ll I I C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Is required by written contract lo tie .primary.and non.;contdbtitory, this insurance will be primary and non- contributory relative safely to insurance on which the addltfonal Insured Is a named Insured. V. Solely with respect to the Insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as foOows: The Condition ent!Ued Duties In The Event of Occurrence, Offense, Claim or Sult is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided In Paragraph N. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and oth81Wise cooperate with the Insurer In the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any clalm to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part However, If the written contract requires this insurance to be prfmary and non-contributory, this paragraph (4) does not apply to Insurance on which the additional insured ts a named Insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional Insured. VJ. Solely with respect to the Insurance granted by this endorsement, the section entitled DEFINmONS is amended to add the foDowing definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional Insured on this coverage part, provided the contract or agreement: A. Is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily Injury or property damage; or 2. the offense that caused the personal and advertising Injury for which the additional Insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms ·and conditions of the Polley remain unchanged. This endorsement, which fom,s a part of and is for attachment to the Policy Issued by the designated Insurers, takes effect on the effective date of said PoUcy at the hour stated In said Policy, unless another effective date Is shown below, and expires concurrently with said Polley. CNA75079XX (1-15) Page 2 of2 Insured Name: Policy No: 6014561812 Endorsement No: N/A Effective Date: 02/23/2018 Copyright CNA An Rlgh!s Reserved. Includes copyrighted material of Insurance Services Office, Inc., With Ila permission.