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Innovyze Inc; 2021-06-01; PSA21-1459UTIL
PSA21-1459UTIL General Counsel Approved Version 6/12/18 1 AGREEMENT FOR WATER MODELING SERVICES INNOVYZE, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2021, 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 Innovyze, Inc., a Delaware corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in water modeling. B. Contractor has the necessary experience in providing professional services and advice related to water modeling. 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. 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 shall not exceed thirteen thousand four hundred ninety dollars ($13,490). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". 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 DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 June 1st PSA21-1459UTIL General Counsel Approved Version 6/12/18 2 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 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. DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 3 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 (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 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. 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. DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 4 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, 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. For CMWD For Contractor Name Dave Padilla Name Christina Merwin Title District Engineer Title Regional Sales Manager Carlsbad Municipal Water District Address 6720 E. Macadam Ave, Suite 200 Address 5950 El Camino Real Portland, OR 97219 Carlsbad, CA 92008 Phone 888-554-5022 Phone 760-603-7350 E-mail christina.merwin@innovyze.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. 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. Yes ☒ No ☐ DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 5 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 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. DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 6 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. /// /// /// DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 7 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 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad INNOVYZE, INC., a Delaware corporation By: By: (sign here) Vicki V. Quiram, Utilities Director, as authorized by the City Manager Tyler Spring, SVP (print name/title) By: (sign here) Mark Cuny, 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: 20FA32BF-73EA-4331-A647-22DE2AE50F44 PSA21-1459UTIL General Counsel Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 SCOPE OF SERVICES InfoWater Pro Model Build The objective of this project is to build an accurate, working up-to-date steady state InfoWater Pro model using GIS pipe and node information, the City’s existing hydraulic model, and other available pump, tank, well, reservoir, and control valve information. The following information is assumed to be available and will be used in the development of the new hydraulic model of the City’s water distribution system. A.Water GIS data in geodatabase format: The water GIS consists of hydraulic infrastructure dataincluding the following layers: pipes, system valves, control valves, fittings, meters, lateralpoints, lateral lines, and hydrants. Other data related to infrastructure facilities that is desired tobe included in the model (i.e. tanks, reservoirs, pumps) shall be flagged as such by the City staff. Note: All input data used in the InfoWater Pro model will be flagged with its original datasource. Where data is necessary but not available from the GIS, Innovyze will assume values andthey will be flagged as “assumed”. A report of all instances where Innovyze assumed data willbe provided to the City. B.Existing hydraulic model: The existing model is in InfoWater format. C.Non-GIS Data: Other non-GIS data is necessary for model construction and will be providedby the City. This includes various SCADA data, detailed drawings of all pumps and pumpstations, detailed facility layouts of tanks, wells, and regulating stations, and possibly additionaldata to be determined. D.Metered customer consumption data in spreadsheet format. E.Other GIS Data Layers: This data will be used as reference data to provide a more realistic modeland includes land use polygons, streets, parcels, buildings, waterways, and other data desiredfor inclusion to the model by the City. At the outset of the project, Innovyze will schedule a kickoff meeting via conference call. The key goals of this meeting are to: •Introduce the Innovyze project manager and team. •Review project objectives, scope and schedule. •Review/exchange updated water system data, GIS data files, available model information, andrelated documentation. •Identify and clarify current and future uses of the hydraulic models. To ensure maximum success, City staff members from each engineering department, planning, and operations & maintenance departments are recommended for attendance. Innovyze will provide meeting minutes summarizing items discussed at the kickoff meeting. EXHIBIT AApril 1, 2021 DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 Task 1: Existing Systems Review Following the kickoff meeting, Innovyze will perform a thorough review of the City’s GIS and other available data, focusing on connectivity, attributes, and suitability of bringing the existing pipe and node data into InfoWater Pro. To achieve a sustainable, repeatable GIS-to-model connection, the City’s GIS data may require revisions to support hydraulic modeling. Task 1 will result in the identification of any revisions that may be needed and allow an opportunity for the City to address those revisions. The review will consider the various facilities in the GIS including mains, valves, and hydrants. The review will also examine the existence of unique IDs for features in the model. Existing data fields in the GIS will be reviewed and a list of fields to be imported to the new model plus any additional fields that are recommended for future use will be generated. The Task 1 review will include the following: •Unique IDs. Unique identifiers are mandatory for a hydraulic model and should be a non-changingand non-indexed field. •Connectivity. The GIS data will be evaluated against strict hydraulic modeling requirements. Thisstep is crucial in the development of a sustainable GIS-model connection. Connectivity issues typically include: pipes that cross but do not connect, tees that do not break perpendicular lines,parallel and potentially duplicate pipes and nodes, orphan nodes (no connecting pipes), orphanpipes (no connecting nodes), and partial connectivity (each pipe must have one upstream and one downstream “connected” node). •Element Definitions. For example, check valves are typically stored in GIS as a node where in amodel they are stored as an attribute of a pipe. •Pipe Directionality. When connecting to pumps or control valves, each element must have at leastone pipe in and one pipe out, and they must be in the proper direction. A web presentation and conference call will be held with City staff to establish specifically what level of detail will be imported into the model. The following are example discussion topics that will be discussed and decided. Innovyze will provide pros and cons to assist the City’s decision. •Isolation valves: Should they be included or not? •Fire Hydrants: Include in the model with laterals, at hydrant tees, or at the closest model nodes? •Other informational attributes desired – pressure zone, year of installation, description, etc. A technical memorandum (TM1) will be provided summarizing any issues found in the GIS data and recommendations to address those issues. One or more shapefiles showing the exact location of connectivity problem areas will be created by Innovyze and provided to the City to simplify the review process. The City will modify/revise their GIS information and resubmit the data to Innovyze for a second data review. Two reviews and two City checks are anticipated, but not necessarily required, and a minimum of one conference call will be held to enhance understanding of the City’s modeling needs with respect to the GIS data. A second report (TM2) will be provided to document any remaining issues and actions that will be taken to resolve problems. Note – Connectivity issues discovered after the second data review will be corrected in the new model by Innovyze, and included in the documentation. During the final training workshop these remaining issues DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 will be highlighted and discussed, and Innovyze will provide guidance on addressing similar issues in the future. Once the final GIS data set is provided, as agreed upon by both Innovyze and the City, Task 1 will be considered finished and Task 2 will begin. Task 2: InfoWater Pro Network Build Using the data reviewed in Task 1, a new InfoWater Pro model will be created based upon current GIS lines and points. The InfoWater Pro GIS Gateway feature will be utilized to set up GIS Exchange Clusters to import pertinent GIS data to the model database. Any outstanding connectivity issues discovered after Task 1 are typically minor, and will be fixed or addressed in the new model and documented as part of the final report. Figure 1 – InfoWater Pro GIS Gateway Feature Example Figure 2 – GIS Exchange Cluster Example DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 Elevations will be assigned to the model junctions using the InfoWater Pro Elevation Extractor and will be based on data provided by the City. Consultation will be provided regarding recommended data format and level of accuracy. Demands will be assigned based on actual historical usage information. It is anticipated that Innovyze will utilize the meter feature class (MeterGeocoded) already provided by the City joined with the billing database. This layer will be used along with the InfoWater Pro Demand Allocator module to allocate demands to the model nodes. The closest pipe method, or similar acceptable method, will be employed to allocate the demands in a spatially-accurate manner. The top ten major water users will be individually reviewed to ensure proper demand allocation. Sources of data in the new InfoWater Pro model will be noted for tracking purposes. For example, new junctions where no existing feature exists in the GIS or old model will be noted as “New Junction” in the InfoWater Pro database so the City will know the information was not in the original GIS. The necessary connections to GIS layers will be part of the delivered model file to support future automated model updates. Task 2 will be considered complete once all GIS data, elevations, and demands have been included in the new model. Task 3: Model Development and Validation The City’s legacy model will be provided has provided multiple existing hydraulic models in InfoWater Pro format. This “legacy” model will be overlaid with the new model for various merging purposes. The new model will be populated with non-GIS data from the legacy model. Items to be populated include: pumps, tanks, pump controls and curves, initial status, and other items as needed to achieve a running model. All simulation options and report options will be transferred to the new model to allow continuity to the extent possible. The legacy model will also be referenced to help address connectivity issues around boundary elements including pump stations, control valves, and tanks and reservoirs. Generally, these elements are simplified in the GIS for cartographic purposes and additional detail is required to properly model their behavior. Resolving these differences typically involves Innovyze manually digitizing suction and discharge pipes in the model, and marking them as “non-updateable” from the GIS so 1 to 1 connectivity can be maintained for all other elements. Pipe roughness coefficients (C-factors) will be assigned to the new model pipes based on the legacy model data. Roughness from legacy model pipes will be assigned to new model pipes based on spatial relationship. As such, there may be pipes in the new model with no corresponding pipe in the legacy model. For these cases, Innovyze will assign an assumed global roughness factor of 115.55 to indicate no engineering analysis was performed, and serve as a data flag so the City can modify the assumed roughness factors at a later date. Innovyze will verify results of the InfoWater Pro model with results from the legacy model. Verification will check that the new InfoWater Pro model results – pressures and flows – reasonably agree with the legacy model or with SCADA data provided by the City. There may be areas where close collaboration with City staff will be necessary to achieve proper model validation. Data to be referenced for this verification effort includes: •InfoWater Pro model created by Innovyze from the GIS and other data •Manufacturer pump curves DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 •Excel spreadsheets containing tank capacities and elevations A draft version of the constructed model will be provided to the City for review and comment. Innovyze will arrange a web presentation (if necessary) to illustrate key model points. One set of edits will be completed based on comments from the review. The necessary connections to GIS layers will be part of the delivered model file to support future automated model updates. This scope of work does not include calibration, which is a much more intensive effort involving collection and analysis of field data and applied engineering knowledge. Once all data has been assigned to the model, it can simulate with no critical errors, and has a reasonably close agreement with legacy model Task 3 will be considered complete and Task 4 will begin. Task 4: Documentation and Knowledge Transfer Once Task 3 has been completed, the draft InfoWater Pro model will be provided to the City for review and comment. Innovyze will arrange a web presentation to illustrate key model points and prepare for the Workshop. Innovyze will submit a Project Summary Report (TM3) describing all work completed, assumptions made, and recommended steps for future applications and maintenance of the model. The report will be provided prior to the training workshop to allow review time by City staff. One set of edits will be completed following receipt of comments and a final report will be submitted. The final report will include information on: •Datasets used and the fields imported from each dataset. •Techniques used for importing data from the GIS into the model. •Areas where data in the model differs from that in the GIS. •Techniques used to check the data and what kinds of corrections were made. •List of data queries and query sets created to assist in the model build. •Demand allocation procedure. •Missing data that was assumed to achieve a running hydraulic model. Innovyze will also create a Model Update Manual to enable fast and reliable model updates. The update procedures will be created by an experienced Innovyze modeling specialist, and checked by a full QA\QC process to ensure clear instructions and successful use. The Model Update Manual will include the following five topics: 1. Preparing the model to be updated. 2. Importing new features from GIS. 3. Updating existing features. 4.Deleting abandoned features. 5. Achieving a running model. Finally, to ensure successful implementation of the new InfoWater Pro model, one training workshops will be provided – a one-day hands-on model transfer workshop will be held to transfer the new InfoWater Pro model and review the model build process. DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 The model transfer workshop will be attended in person by an Innovyze representative, and will be held at the City’s location. During the workshop, Innovyze will guide City staff through the procedures followed in the first three tasks and will perform testing of the GIS-model connection, and re-mapping required filenames and paths to support future model updates. By the end of the workshop, City staff will have been exposed to the step-by-step process for future model updates. Innovyze will be able to make general recommendations for the City to address any unresolved issues. As part of the model workshop, Innovyze will provide temporary InfoWater Pro licenses as required for up to eight City trainees at no additional cost. The City will be responsible for providing computers and ArcGIS software licenses. Deliverables: •GIS Connectivity Reports (TM1 and TM2) and associated shapefile(s). •Task 1 web presentation agenda and PowerPoint slides. •InfoWater Pro model & database. •Project Summary Report (TM3). •Model Update Manual. •Workshop agenda & materials. •Training agenda and materials. Exclusions: The following items are not included in this scope of work: •Development of more than one scenario. •Extended period simulations. •Model calibration. •Field verification of modeling data (such as material, diameter, etc). •Verification of the accuracy of connections between pipes within the model that have been madeduring the model creation process (no checking as-built plans). •Provision of computers and ArcGIS software for the Knowledge Transfer Workshop and BasicTraining. •InfoWater Pro software DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 Innovyze | Implementation Services Page 8 of 8 THE DELIVERABLES DEVELOPED HEREUNDER ARE BASED SOLELY ON THE DATA MADE AVAILABLE TO INNOVYZE. INNOVYZE HAS NO LIABILITY OR RESPONSIBILITY FOR ACCURACY, COMPLETENESS, OR CORRECTNESS OF ANY DATA PROVIDED. THE CITY OF CARLSBAD PUBLIC WORKS RECOGNIZES THAT THE ELECTRONIC DATA FILES MAY NOT BE ADEQUATE AND ARE SUSCEPTIBLE TO ERROR AND CORRUPTION. Acceptance Pricing Implementation and Support Fees, by Project Task InfoWater Pro Water Distribution Model Setup Task 1 – Existing System Review $ Task 2 – InfoWater Pro Network Build $ Task 3 – Model Development and Validation $ Task 4 – Documentation and Knowledge Transfer $ 10,990 Total $ 13,490 - All work included in this contract and future contracts will be provided as lump sum estimates -Lump sum costs for specific project phases and daily cost estimates shown above include all applicable travel and expenses. 9,000 ------- completed PSA20-989UTIL 5,000 ------ completed PSA20-989UTIL 2,500 remaining / 75% completedremaining / 0% completed DocuSign Envelope ID: 20FA32BF-73EA-4331-A647-22DE2AE50F44 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Insurance Services West, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA Innovyze, Inc.111 McInnis ParkwaySan Rafael, CA 94903 The City of Carlsbad is included as an Additional Insured as respects to General Liability. Waiver of Subrogation applies in favor of the City of Carlsbad/CMWD with respects to Workers Compensation as permittedby law. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesPO Box 947Murrieta, CA 92564 05/26/2021 1-877-945-7378 1-888-467-2378 certificates@willis.com Travelers Property Casualty Company of Ame 25674 Sentry Casualty Company 28460 W21047879 A 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 Y H 660 1F21043A-TIL-20 08/12/2020 08/12/2021 A 1,000,000 08/12/202108/12/2020BA-3N108410-20-I3-G A 5,000,000 0 CUP-7K886525-20-I3 08/12/2020 08/12/2021 5,000,000 90-17871-01BY 1,000,00002/01/2021 02/01/2022 1,000,000 1,000,000 B Workers Compensation & Employers Liab. EL Each Accident90-17871-02 02/01/2021 02/01/2022 EL Disease-Each Emp Y Per Statute EL Disease-Policy Lmt 210885121143745SR ID:BATCH: $1,000,000 $1,000,000 $1,000,000 Willis Towers Watson Certificate Center Page 1 of 1 COMM RCI L G NERAL IAB LI YE A E L I T T IS ENDORSEMENT CHANGES T E POLICY. PL ASE READ IT CAREFULLY.H H E XTEND ENDORSEMENT FOR TECH OLOGYN GE ERAL D SCRIP ION O CO ERAGE –N E T F V Thi endorsem nt broadens cov rage. Howev r cov rage fo anys e e e , e r i ju y, dama e o me i al ex ense descri ed in any o the provn r g r d c p s b f i ion o th s e dorseme t mays s f i n n be ex luded orc l mted by anothe endorsem n to this Cov rage Pa t, and the e i i r e t e r s cov rage broadening prov sions do no ap ly toeit p the ex en tha cov rage is ex l ded or lim ted by such ant t t e c u i endorsem n . The folo ing li ti g i a e t l w s n s general cov rage de cript o only Read al the provsion o thie s i n . l i s f s endorsem n and the re t o yo r pole t s f u i y ca e ul y toc r f l de erm ne r gh s, dut es, and wha i and i not ov red.t i i t i t s s c e A.No - wned a e cra t – 75 Feet Long Or Le sn O W t r f s I.Bla ket Addi ional Insured – Mortgagee ,n t s Assi nee , Su ce so s O ece v rsg s c s r r R i eB.Wh I An Insured – Unnam d Subsi ia ieo s e d r s J.Bla ket Addi ional Insured – Gov rnmen aln t e tC.Wh I An Insured – Em loyee – Supe vsoryo s p s r i En it e – Pe m t O utho izat o s Rela i g ot i s r i s r A r i n t n TPo i ionss t Prem sei sD.Wh I An Insured – Newly Acqui ed O Form do s r r e Lim ted Liabil ty Com aniei i p s K.Bla ket Addi ional Insured – Gov rnmen aln t e t En it e – Pe m t O utho izat o s Rela i g ot i s r i s r A r i n t n TE.Wh I An Insured – Lia ili y For onduct Ofo s b t C Ope atio sr nUnnam d Partne ship O Jo nt Venturese r s r i L.Medcal Paym nts – In rea ed Lim ti e c s iF.Bla ket Addi ional Insured – Pe sons Orn t r O ganizat on Fo Your ngoi g pe ations Asr i s r O n O r M.Bla ket Wa v r f Sub ogationn i e O rRe ui ed By ri te Con ra t r greem ntq r W t n t c O A e N.Co tra tua iabil ty – Rai roadn c l L i l sG.Bla ket Addi ional Insured – Broad Form Vendo sn t r O.Da a e To Prem se Ren ed o Youm g i s t TH.Bla ket Addi ional Insured – Cont ol i g ntere tn t r l n I s P O ISIONR V S i re ponsible fo the use o a wate cra ts s r f r fA NON OWNED WATE CRAFT – 75 FEE L N. -R T O G that yo do not own that i :u sO L SR E S (1)75 fee lon o le s; andt g r s1.The folowing repla e Pa agraphlc s r (2)of g.,Ai craft, Auto O Watercraftrr,(2)No bei g used to arry any pe son ot n c r r i Pa agraphn r 2.of SE TION I –C prope ty o a ha ge.r f r c rCO ERAGES – CO ERAGE A – BODI YVVL B WH IS AN INSU ED – UNNAMED. O RINJU Y AND P OP RT DAMAGERR E Y SUBS DIARIEI SL ABI ITI L Y:The fol owing is ad ed told SE TION II – WHO ISC(2)A wa er ra t y u do not own t at i :t c f o h s AN INSU EDR: Any o y u sub idiar e , ot er than a partne shif o r s i s h r p(a)75 fee lon o le s; andt g r s or joint v nture that is not shown a a Nam de ,s e(b)No bei g used to arry any pe son ot n c r r In ured i the eclara ion i a am d Insured i :s n D t s s N e fprope ty o a ha ge;r f r c r a.Yo are the so e owner o , o ma ntai anul f r i n2.The folo ing repla e Pa agraphl w c s r 2.e.of ownership intere t o mo e than 50% in, suchs f rSE TI N II – WHO I AN INSU EDC O S R :subsidia y on the fi st day o the pol cy pe iodr r f i r ; ande.Any perso or o gani at on that, wi h yourn r z i t ex re s o im lie conse t, ei her use op s r p d n t s r b.Su h subsidiary i not an in ured undecss r si ila o her nsuran e.m r t i c CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 1 o 5g f Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion COMM RCI L G NERAL LIA ILI YE A E B T No such subsidiary i a insured fo "bodily inju y organi ation in wris n r r "z ting to us wit ih n or "property dama e" tha o curred, o "perso al 180 ay a te yog t c r n d s f r u a qui e or o m it;c r f r and a v rt sing i ju y caused by an o fe sed e i n r "f n b.Cov ragee A does not apply to "bodilycom i ted:mt i ju y" o "property dama e that o curredn r r g " c a.Be o e you ma ntai ed an ownership intere t be o e you a qui ed or fof r i n s f r c r rmed the o mo e than 50% i such ub idiary; or organi ation; andf r n s s z b.Af e the date, i any duri g the poli y periot r f , n c d c.Cov ragee B doe not ap ly to "perso als p n that yo no longer ma ntain a ownershi and adv rti i g injury ariui n p e s n " sing out o af n i tere t o o e han 50% in such subsidia y.o fe se com i ten s f m r t r f n m t d be o e yo a qui ed of r u c r r fo med the o ganiza io .r r t nFo purpose o Pa agraphr s f r 1.o Se tionf c II – Who Fo t e purpose o Pa ag apr h s f r r h 1.o Se t onf c i IIIs An Insured, ea h such sub idiary will becs – Who Is An Insured, each such o ganiza ior t ndeem d to e de ignated in the Declarat on a :e b s i s s wil be deem d to be designated in thelea.A im ted l ab l ty company;l i i i i De la ation a :c r s sb.An o ganizat on o he than a pa tnership, jo ntr i t r r i a.A im ted l ab l ty company;l i i i iv nture or l m ted liab l ty om any; ore i i i i c p b.An organiza ion o her than a pa tnership,t , t rc.A rust;t jo n v nture or lim ted lia ili y com any;i t e i b t p a indi a ed in i s nam o the docum n s tha ors c t t e r e t t gov rn it stru ture.e s c c.A rust;t C. WH IS AN INSURED – EMP O EES –O L Y a indica ed i its nam or the do um ntss t n e c eS PE VISO Y PO I IO SU R R S T N that gov rn t structure.e i s The fol o ing is added to Paragraphl w 2.a.(1)of E. WH IS AN INSU ED – L ABIL TY FOOR I I RSE TI N II – WHO I AN INSUREDC O S :CONDU T O UNNAMED PARTNE SHIP OC F R S R JO NT VEN UREI T SPa ag aphsr r (1)(a),(b)and (c)abov do not applye to "bodi y injury to a co "em loyee while in thel " - p "The fo lo ing rep a es the la t paragraph ol w l c s f cour e o he co "em loyees" em loy en by yous f t - p ' p m t SE TI N II – WHO I AN INSU EDC O S R : ari ing out o work by any o your "em loy e "s f f p e s No person o organi ation is an insured wi hr z twho hol a superv so y po itio .d i r s n re pe t to the con uct o any current o pa ts c d f r s pa tnership o joi t v nture tha i not shown a ar r n e t s sD WH IS AN INSURED – N WLY ACQU RED. O E I Na e Insured in the Thism dO FO MED LIMIT D L ABIL T CO PANIESR R E I I Y M pa agraph doe not apply to any such partne shiprsrThe fo lowing repla e Pa agraphlc s r 3.of SECTI NO or joi t v nture tha ot erwi e qua i ie a an e t h s l f s s nII – WHO I AN IN U EDS S R :i sured under ectionS n II – Who I An I sured.s n3.Any o gani at on y u newly a qui e or fo mr z i o c r r ,F B ANKET ADDI IONAL IN URED – P RSON. L T S E Sot er than a partnershi or joi t v nture anhp n e , d O O GANIZATI N FO YOU ON O NR R O S R R G I Go whi h yo a e the so e owner o in whi hf c u r l r c OP RATION AS REQUIRED B WRI T NE S Y T Ey u ma nta n an owne ship intere t o m reo i i r s f o CON RACT R AGRE MENT O E Tthan 50%, wi l quali y a a Nam d Insured ifl f s e The fol owing is ad ed told SE TION II – WHO ISCthe e i no othe sim lar i surance av ila le tor s r i n a b AN INSU EDR:that organiz tio . owev r:a n H e Any person or o gani at on tha i no o herwi er z i t s t t sa.Cov rage unde thi prov sion i a fo dede r s i s f r an insured under this Cov rage Pa t and that yoe r uon yl :hav ag ee in a writ en cont a t o agreem nt toe r d t r c r e(1)Unt l the 180th day a ter you a quireif c i clu e as an a ditio al insured on thi Cov ragen d d n s eor fo m the organi ation o the end orz r f Pa t is an in ured, but only wi h re pe t to l abi ityr s t s c i lthe pol cy period whi hev r is earl er,i , c e i fo "bodi y i ju y" or "prope ty dama e" thatr l n r r g :i y u do not report such o ganizat of o r i n a.Occurs subse uent to the signi g o thatqn fi writ ng to us wi hin 180 days a ten i t f r contra t or ag ee ent; andc r my u a quire o fo m i ; oo c r r t r b.Is cause , in whole or in part by yo r acts od, u r(2)Unt l the end o the pol cy perio ,i f i d om ssions in the perfo ma ce o yo r ongoinir n f u gwhen that date is late than 180 dayrs a ter y u a qui e or fo m such operatio s to whi h tha contra t f o c r r n c t c or organi ation, i you report suchz f Pa e 2 o 5g f © 2017 T e Travelers Indemnity Company. All rights rheserved.CG 4 17 02 19D Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s Declarations. COMM RCI L G NERAL IAB LI YE A E L I T pe fo med a such v ndor' prem se inr r t e s i sagreement applies or the acts or omissions of connect on with the sale o "y uif o rany pe son o organi at on pe fo m ng suchr r z i r r i product "; orso eratio s on your behal .p n f The lim t o in urance prov ded to such insuredi s f s i (6)"Yo r product " that a te di tri ution ou s , f r s b r wil be the mnim m lim t that you ag ee to sale by you, hli u i s r d av bee labeled oe n r prov de i the wri ten cont act or agreem nt, oi n t r e r re abeled or used a a containe , part olsr r the lim t shown in the Declaratio s, whi hev ri s n c e i gredien o any o her thing or substancen t f t are le s.s by or on behal o uch v ndor.f f s e G B ANKET ADDIT ONAL IN URED – B OAD. L I S R Cov rage under thi p ov sion doe not apply toes r i s :F RM VENDO SOR a.Any pe son o o ganizat on from whom yor r r i uThe fol owing is ad ed told SE TION II – WHO ISC hav acqui ed "y ur produ ts", or anye r o cAN INSU EDR:i gredie t, part or containe enterin in o,n n r g t Any perso o organ zat on that i a v ndor an a com ann r i i s e d c p yng o contain ng such product ;i r i s orthat you have agreed in a written contract or ag ee ent to in lude a an addi ional insured onr m c s t b.Any v ndo fo whi h cov rage a ane r r c e sth s Cov rage Part i a in ured, but only wi hi e s n s t addi ional insured spe if ca ly i sche ule bytc i l s d dre pe t to lia il ty fo "bodily injury or "prope tys c b i r " r endo sem nt.r edama e thatg " :H B ANKET ADD T ONAL INSURED –. L I Ia.Occurs subse uent to the signi g o thatqn f CON RO L NG IN ERE TT L I T Sco tra t or agreem nt; andn c e 1.The fo lo ing is added tol w SE TI N II – WHOC Ob.Ari e out o "y ur products" that ares s f o IS AN INSURED:di tr buted o so d in the regula cou se os i r l r r f Any pe son or o gan zat on that ha fi ancialr r i i s nsuch v ndors busine s.e ' s cont ol o yo is an i sured wi h re pe t tor f u n t s cThe insura ce prov ded to such v ndor is subje tn i e c l ab l ty fo "bodily inj ry , "property dam gei i i r u "a "to the olowing provsion :f l i s or "pe sonal a d adv rti ing i ju y that a i er n e s n r " r s sa.The lim t o in urance prov ded to suchi s f s i ou o :t f v ndor wil be the m nim m li i s tha y ue l i u m t t o a.Su h i an ial cont ol orc f n c r ;ag ee to prov de in the writ en cont a t or d i t r c r b.Su h person's or o ganizat on'c r i sag ee ent, o the lim t shown in ther m r i s ownership, ma ntenance or use ofi prem se lea ed o or o cupied by y u.i s s t c ob.The in urance provded to such v ndor doesie s The i surance prov ded to such person onirno ap ly o:t p t organi ation does not apply to structuralz(1)Any ex ress warranty no authorized bypt al erat on , new con tru tion or dem li iot i s s c o t ny u or any di tribut on or sa e fo aos i l r operatio s pe fo me by or on behal o suchn r r d f fpu po e not authorized by yo ;r s u pe son or organizationr . (2)Any change i "y u products" m de byn o r a 2.The fo lowing is ad ed to Paragraphld 4.ofsuch v ndor;e SE TI N II – WHO I AN INSU EDC O S R : (3)Re a kagi g, unle s unpa ked so ely fop c n s c l r Thi pa agraph does not apply to anys rthe purpo e o i spectio , dem n tratio ,s f n n o s n prem se owner, manager or le sor tha hai s s t ste tin , o the sub tit tion o part undes g r s u f s r fi a cial o trol o yo .n n c n f ui struction fro the man fa ture , ann s m u c r d I. B ANKET ADD T ONAL INSURED –L I Ithen repackaged in the orig nal containe ;i r MO T A E S ASSIGN ES, SU CES O SR G G E , E C S R(4)Any fai ure to ma e such in pect on ,l k s i s O ECEI ERSR R V a justme t , te ts or se v cing ad n s s r i s The fol owing i added tol s SE TION II – WHO ISCv ndors agree to perfo m or no ma lyer r l AN INSU EDR:unde take to pe fo m in the regularr r r Any pe son o o ganiza io tha is a mo tgagee,r r r t n t rcour e o bu ine s, in connectio wi h thes f s s n t a signee succe so or re eiv r and tha yos , s r c e t udi trib tio or sale o "y ur p oduct ";s u n f o r s hav agreed i a writ en cont a t o agreem nt toe n t r c r e(5)De o stra ion instal a ion, se v ci g om n t , l t r i n r i clu e as an a ditio al insured on thi Cov ragen d d n s ere ai operatio s, ex ept such o e ationp r n c p r s Pa t is an insured, but on y with re pe t to itsrl s c CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 3 o 5g f Includes copyrighted material of Insurance Services Of ice, Inc. with its permis ion.f s Declarations, whichever are less. COMM RCI L G NERAL LIA ILI YE A E B T l ab l ty a m rtgagee, a signee succe so o constru tion, erei i i s o s , s r r c ction or remov l o any o thea f f re e v r fo "bodi y i ju y , "property dam ge" o fo lowi g fo wc i e r l n r "a r l n r hi h that gov rnme tal enti y hac e n t s "pe sonal and adv rti ing i ju y" that i sue such perm t o aure s n r :s d i r thorizat o : adv rti ingi n e s si n , awni gs, canopie , cel ar entrance , coalg s n s l sa.Is "bo ily inju y or "prope ty dama e" thatd r " r g ho es, driv way , ma holes, marquees, hoi tl e s n so curs, o i "pe sonal an adv rti ing inju yc r s r d e s r "away open ng , sidewalk v ults, e ev tor , streeti s a l a scaused by an o f n e that is com it ed,f e s m t banners o de orat on .r c i ssubsequent to the si ning o that co tra t og f n c r ag ee ent; andr m K. B ANKET ADD T ONAL INSURED –L I IGO E N ENT L EN IT ES – P RMIT OV R M A T I E S Rb.Ari e out o the ownership, m in enance os s f a t r AU HO I ATI N RELATIN TO OP R-T R Z O S G Euse o the premse fo whi h that mo tgagee,f i s r c r ATIONSa signee succe so o re eiv r is requi eds , s r r c e r unde that cont act o agreem nt to be The fol owing is ad ed torr r e l d SE TION II – WHO ISC i clu ed a an a dit onal insured on thisn d s d i AN INSU EDR: Cov rage Parte .Any gov r men al enti y tha ha issued a perm te n t t t s i The insurance prov ded to such mo tgagee, or authoriza ion wit rirt h e pe t to ope ationss c r a signee succe so o re eiv r is subje t to the pes , s r r c e c rfo med by y u or on your behal and that yor o f u fo lowi g provsions:are required by any o dinance, law, buil ing cl n i r d ode or written cont act or agreement to incl de a anru sa.The lim t o in urance prov ded to suchi s f s i addi ional i sured on thi Cov rage Pa t is at n s e r nm rtgagee, a signee, succe so o re eiv ro s s r r c e i sured, but only wi h re pe t to liabi i y fo "bodilynt s c l t rwil be the m n m m l m t tha y u agreed tol i i u i i s t o i ju y", "prope ty dam ge" or "perso al andn r r a nprov de in the writ en con ra t or agreem nt,i t t c e adv rti ing inj ry" ari ing ou o uch operatio s.e s u s t f s n whi hev r are e s.The in uran e prov ded to such gov rnmen alc e l s s c i e t en ity doe not apply o:t s tb.The i surance prov ded to such person onir organi ation oe not apply to:z d s a.Any "bodi y inju y , "property dama e ol r "g " r "pe sonal and adv rti ing injury" a i ing o t ore s r s u f(1)Any "bodily inj ry or "property dam geu "a "operatio s perfo m d fo the gov r men aln r e r e n tthat occurs, or any "pe sonal andr en ity ort ;adv rti ing inju y ca sed by an o fe see s r " u f n that is com it ed, a ter such con ra t om t f t c r b.Any "bodily inj ry or "property dam geu "a " ag ee ent s no lon er in e fe t; o i clu ed in the "products-co plr m i g f c r n d m eted operatio s hazard".n(2)Any "bodi y inju y , "property dama e ol r "g " r "pe sonal and adv rti ing i ju y ari ingre s n r " s L MED CAL PAYMEN S – INCREASED LI IT. I T M ou o any structural al eratio s, newt f t n The fo lowing repla e Pa agraphlc s r 7.of SECTI NOconstru tion o dem li ion ope ationsc r o t r II – L MIT F INSURANCEI I S O :pe fo med by or on behal o suchr r f f 7.Su je t to Paragraphb c 5.abov , the Medicaelm rtgagee, assignee, succe so oos r r Ex ense Lim t is the mo t we will pay undep i s rre e v r.c i e Cov ragee C fo al me ical ex enser l d p sJ B ANKET ADD T ONAL INSURED –. L I I be ause o "bod ly i ju y sustained by anyc f i n r "GO E N ENT L EN IT ES – P RMIT OV R M A T I E S R one erson, and will be he ighe o :p t h r fAU HO I ATI N RELAT N O P E IS ST R Z O S I G T R M E a.$10, 00; or0The fol owing is ad ed told SE TION II – WHO ISC b.The am unt shown i the oonfAN INSU EDR:th s Cov rage Part fo Medi al Ex ensei e r c pAny gov r men al enti y tha ha issued a perm te n t t t s i Lim t.ior aut orizat o wit respe t to premse ownedh i n h c i s M. B ANKET WAIVER O SUB O ATIONLF R Gor o cupied by, o rented o loa ed to, y u ancr r n o d that yo a e requi ed by any ordi ance, law,u r r n The fo lowing is a ded to Parag aphl d r 8.,Tra sfen rO Righ s O Rec very Against O hers To Uf t f o t sbuilding code or written contract or agreement to , i clu e as an a ditio al insured on thi Cov ragen d d n s e of SE TION IV – CO MERCIAL GENERALCM Pa t is an insured, but on y with re pe t to lia il tyrl s c b i L AB LIT CO D TIONI I Y N I S: fo "bodi y inj ry , "prope ty dam ge or "perso alr l u " r a " n If the insured has a ree in a cont act og d r rand adv rti ing inj ry arising out o thee s u "f ag ee ent to waiv that i sured' righ or m e n s t fex stence owne ship, use mai tenance repai ,i , r , n , r re ov ry against any per on o o ganiza io , wec e s r r t n Pa e 4 o 5g f © 2017 T e Travelers Indemnity Company. All rights rheserved.CG 4 17 02 19D Includes copyrighted material of nsurance Services OfIf ce, Inc. with its permis ion.i s or the limits shown in the Declarations, Declarations COMM RCI L G NERAL IAB LI YE A E L I T waiv our right o e ov ry against such pe son oe f r c e r r 2.Pa ag aphr r f. 1)(o the de init on o "i suredf f i f n organi a ion, but only fo pay ents we make cont a t" i thez t r m r c n D FIN TIONE I S Se tion isc be ause o :de eted.c f l a."Bo ily i ju y o "property dam ge" thatd n r " r a O DAMAGE TO P EMISE EN ED TO YOU.R S R T o curs; oc r The fol owing repla e the de i ition o "prem selc s f n f i sb."Pe so al and adv rti ing inj ry ca sed byr n e s u " u dama e in heg " t DEF NIT ONSI I Se tionc : an o fe se hat i comm ttedf n t s i ;"Pre i e dama e m a s "property damage to:m s s g " e n "subsequent to the ex cu ion o the cont a t oe t f r c r a.Any prem se whi e rented to y u oi s l o rag e ment.r e tem ora ily o cupied by you wi h pe m ssionp r c t r iN CON RACTUAL IABILIT – RAIL OAD. T L Y R S o he owne ; orf t r 1.The fol o ing repla e Pa agraphl w c s r c.o thef b.The co tent o any premi e whi e suchn s f s s lde i i ion o "insured cont act" i thef n t f r n prem se i rented to yo , i y u rent suchi s s u f oD FIN TIONE I S Se tion:c prem se fo a period o sev n or fewei s r f e rc.Any ea em nt or l cense agreem nt;s e i e conse utiv day .c e s CG 4 17 02 19D © 2017 T e Travelers Indemnity Company. All rights rheserved.Pa e 5 o 5g f Includes copyrighted material of Insurance Services Of ice, Inc. with its permis ion.f s