18-0817_CLA-VAL COMPANY_Mainteance Services AgreementCITY OF SAN JUAN CAPISTRANO
CLA-VAL PRESSURE REGULATING VALVES
MAINTENANCE SERVICES AGREEMENT
1. PARTIESANDDATE.
This Agreement is made and entered into this _±qday of August, 2018 by and between
the City of San Juan Capistrano, a municipal corporation organized under the laws of the State of
California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano,
California 92675 ("City") and Cla-Val Company a CORPORATION, with its principal place of
business at 24100 Water Street, Perris, CA 92570 ("Contractor"). City and Contractor are
sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.
RECITALS.
2.1 Contractor.
Contractor desires to perform and assume responsibility for the provision of certain
maintenance services required by the City on the terms and conditions set forth in this Agreement.
Contractor represents that it is experienced in providing Cla-Val PRV maintenance services to
public clients, that it and its employees or subcontractors have all necessary licenses and permits
to perform the Services in the State of California, and that is familiar with the plans of City.
Contractor shall not subcontract any portion of the work required by this Agreement, except as
expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain
a provision making them subject to all provisions stipulated in this Agreement.
2.2 Project.
City desires to engage Contractor to render such services for the CLA-VAL PRESSURE
REGULATING VALVES MAINTENANCE SERVICES project ("Project") as set forth in this
Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional Cla-Val PRV maintenance services
necessary for the Project ('Services"). The Services are more particularly described in Exhibit
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"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be commence on the date first set
forth above and expire one (1) year from the commencement date, unless earlier terminated as
provided herein. Contractor shall complete the Services within the term of this Agreement, and
shall meet any other established schedules and deadlines. The Parties may, by mutual, written
consent, extend the term of this Agreement for two (2) additional one-year periods.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates, Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Contractor on an independent contractor basis and not as an employee.
Contractor retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on behalf
of Contractor shall also not be employees of City and shall at all times be under Contractor's
exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due
such personnel in connection with their performance of Services under this Agreement and as
required by law. Contractor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to: social security taxes, income tax withholding,
unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services set forth in
Exhibit "B" attached hereto and incorporated herein by reference. Contractor represents that it has
the professional and technical personnel required to perform the Services in conformance with
such conditions. In order to facilitate Contractor's conformance with the Schedule, City shall
respond to Contractor's submittals in a timely manner. Upon request of City, Contractor shall
provide a more detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of City.
3.2.4 City's Representative. The City hereby designates the Assistant Utilities
Director, or his or her designee, to act as its representative for the performance of this Agreement
("City's Representative"). City's Representative shall have the power to act on behalf of the City
for all purposes under this Agreement. Contractor shall not accept direction or orders from any
person other than the City's Representative or his or her designee.
3.2.5 Contractor's Representative. Contractor hereby designates Mike Trosper,
Service Manager, or his or her designee, to act as its representative for the performance of this
Agreement ("Contractor's Representative"). Contractor's Representative shall have full authority
to represent and act on behalf of the Contractor for all purposes under this Agreement. The
Contractor's Representative shall supervise and direct the Services, using his best skill and
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attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.6 Coordination of Services. Contractor agrees to work closely with City staff
in the performance of Services and shall be available to City's staff, consultants and other staff at
all reasonable times.
3.2.7 Standard of Care, Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including a City
Business License, and that such licenses and approvals shall be maintained throughout the term of
this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor
shall perform, at its own cost and expense and without reimbursement from the City, any services
necessary to correct errors or omissions which are caused by the Contractor's failure to comply
with the standard of care provided for herein. Any employee of the Contractor or its sub-
contractors who is determined by the City to be uncooperative, incompetent, a threat to the
adequate or timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be
promptly removed from the Project by the Contractor and shall not be re-employed to perform any
of the Services or to work on the Project.
3.2.8 Period of Performance. Contractor shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above ("Performance Time").
Contractor shall perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibits "A" or "B" attached hereto, or which may be provided separately
in writing to the Contractor. Contractor agrees that if the Services are not completed within the
aforementioned Performance Time and/or pursuant to any such completion schedule or Project
milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged
and agreed that the City will suffer damage. Contractor shall be responsible for the cost of any
damages suffered by the City by reason of delay caused by Contractor, its employees or
subcontractors, if any.
3.2.9 Dis utes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Agreement,
Contractor shall continue to perform the Services while said dispute is decided by the City. If
Contractor disputes the City's decision, Contractor shall have such remedies as may be provided
by law.
3.2.10 Laws and Regulations, Employee/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
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Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for
all violations of such laws and regulations in connection with Services. If the Contractor performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a
public entity of the State of California subject to certain provisions of the Health & Safety Code,
Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed
that all provisions of the law applicable to the public contracts of a municipality are a part of this
Agreement to the same extent as though set forth herein and will be complied with. These include
but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor
shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight
(8) hours during any one calendar day except as permitted by law. Contractor shall defend,
indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant
to the indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibility, Contractor. By executing this
Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Contractor shall avoid any violation of
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Contractor shall maintain records of each such verification, and
shall make them available to the City or its representatives for inspection and copy at any time
during normal business hours. The City shall not be responsible for any costs or expenses related
to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-
sections.
3.2.10.2 Employment Eligibility; Subcontractors, Sub -
subcontractors and Consultants. To the same extent and under the same conditions as Contractor,
Contractor shall require all of its subcontractors, sub -subcontractors and consultants performing
any work relating to the Project or this Agreement to make the same verifications and comply with
all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility, Failure to Comply. Each person
executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer
of Contractor, and understands that any of the following shall be grounds for the City to terminate
the Agreement for cause: (1) failure of Contractor or its subcontractors, sub -subcontractors or
consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any
misrepresentation or material omission concerning compliance with such requirements (including
in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to
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immediately remove from the Project any person found not to be in compliance with such
requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers' Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination.
3.2.10.6 Air Quality. Contractor must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
services, including, but not limited to, emissions limits and permitting requirements imposed by
the California Air Resources Board (CARE). Contractor shall specifically be aware of the CARB
limits and requirements' application to "portable equipment", which definition is considered by
CARB to include any item of equipment with a fuel -powered engine. Contractor shall indemnify
City against any fines or penalties imposed by CARB or any other governmental or regulatory
agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors,
or others for whom Contractor is responsible under its indemnity obligations provided for in this
Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Contractor's Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency and the State Water Resources
Control Board; the City's ordinances regulating discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or
surface water in the state.
(B) Liability for Non -Compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless, pursuant to the indemnification provisions of this Agreement, from and against any
and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's
non-compliance with the laws, regulations and policies described in this Section, unless such non -
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compliance is the result of the sole established negligence, willful misconduct or active negligence
of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Trainin . In addition to any other standard of care
requirements set forth in this Agreement, Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Contractor further warrants that it, its employees and subcontractors will receive adequate
training, as determined by City, regarding the requirements of the laws, regulations and policies
described in this Section as they may relate to the Services provided under this Agreement. Upon
request, City will provide Contractor with a list of training programs that meet the requirements
of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence
Services under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this Section. In addition, Contractor shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory to
the City that the subcontractor has secured all insurance required under this Section.
3.2.11.2 Minimum Requirements. Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and
(3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance. The policy shall not
contain any exclusion contrary to the Agreement, including but not limited to endorsements or
provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24
26 or 21 29); or (2) cross liability for claims or suits by one insured against another.
(B) Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate
limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury
and property damage; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California. Employer's
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Liability limits of $1,000,000 per accident for bodily injury or disease. Defense costs shall be
paid in addition to the limits.
(C) Notices: Cancellation or Reduction of Coverage. At least
fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled
or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance company
or companies. In the event any policy of insurance required under this Agreement does not comply
with these specifications or is canceled and not replaced, the City has the right but not the duty to
obtain the insurance it deems necessary and any premium paid by the City will be promptly
reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from
Contractor payments. In the alternative, the City may suspend or terminate this Agreement.
(D) Additional Insured. The City of San Juan Capistrano, its
officials, officers, employees, agents, and volunteers shall be named as additional insureds on
Contractor's and its subcontractors' policies of commercial general liability and automobile
liability insurance using the endorsements and forms specified herein or exact equivalents.
3.2.11.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Contractor shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include
or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements
providing the exact same coverage, the City of San Juan Capistrano, its officials, officers,
employees, agents, and volunteers shall be covered as additional insured with respect to the
Services or ongoing and complete operations performed by or on behalf of the Contractor,
including materials, parts or equipment furnished in connection with such work; and (2) using ISO
form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be
primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or
if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled
underlying coverage. Any excess insurance shall contain a provision that such coverage shall also
apply on a primary and noncontributory basis for the benefit of the City, before the City's own
primary insurance or self-insurance shall be called upon to protect it as a named insured. Any
insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and
volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute
with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any
available insurance proceeds in excess of the specified minimum limits of coverage shall be
available to the parties required to be named as additional insureds pursuant to this Section
3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall
include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees,
agents, and volunteers shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed
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by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall
be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers,
or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled
underlying coverage. Any insurance or self-insurance maintained by the City, its officials,
officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall
not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth
in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits
of coverage shall be available to the parties required to be named as additional insureds pursuant
to this Section 3.2.11.3(8).
(C) Workers' Compensation and Employer's Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials,
officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy
which arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced
or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice
by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply
with reporting or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its officials, officers, employees, agents, and volunteers. Any
failure to comply with reporting or other provisions ofthe policies including breaches of warranties
shall not affect coverage provided to the City, its officials, officers, employees, agents and
volunteers, or any other additional insureds.
3.2.11.4 Separation of Insureds: No Special Limitations, Waiver of
Subrogation. All insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the scope of
protection afforded to the City, its officials, officers, employees, agents, and volunteers. All
policies shall waive any right of subrogation of the insurer against the City, its officials, officers,
employees, agents, and volunteers, or any other additional insureds, or shall specifically allow
Contractor or others providing insurance evidence in compliance with these specifications to waive
their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against
City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and
shall require similar written express waivers and insurance clauses from each of its subcontractors.
3.2.11.5 Deductibles and Self -Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee
that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or
self-insured retentions as respects the City, its officials, officers, employees, agents, and
volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not
allow any subcontractors to commence work on any subcontract relating to the work under the
Agreement until they have provided evidence satisfactory to the City that they have secured all
insurance required under this Section. If requested by Contractor, the City may approve different
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scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City
shall be named as additional insureds on all subcontractors' policies of Commercial General
Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California,
and satisfactory to the City.
3.2.11.8 Verification of Coverage. Contractor shall furnish City with
original certificates of insurance and endorsements effecting coverage required by this Agreement
on forms satisfactory to the City. The certificates and endorsements for each insurance policy
shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be
on forms provided by the City if requested. All certificates and endorsements must be received
and approved by the City before work commences. The City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition
to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with
the Services under this Agreement.
3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Contractor shall at all times
be in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of the work
and the conditions under which the work is to be performed. Safety precautions as applicable shall
include, but shall not be limited to: (A) adequate life protection and life saving equipment and
procedures; (B) instructions in accident prevention for all employees and subcontractors, such as
safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are
necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the
proper inspection and maintenance of all safety measures.
3.2.13 Bonds. Not required
3.2.13.1 Performance Bond. if required by law or otherwise
specifically requested by City in Exhibit "C" attached hereto and incorporated herein by reference,
Contractor shall execute and provide to City concurrently with this Agreement a Performance
Bond in the amount of the total, not -to -exceed compensation indicated in this Agreement, and in
a form provided or approved by the City. If such bond is required, no payment will be made to
Contractor until it has been received and approved by the City.
3.2.13.2 Payment Bond. If required by law or otherwise specifically
requested by City in Exhibit "C" attached hereto and incorporated herein by reference, Contractor
shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount
of the total, not -to -exceed compensation indicated in this Agreement, and in a form provided or
approved by the City. If such bond is required, no payment will be made to Contractor until it has
been received and approved by the City.
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3.2.13.3 Bond Provisions. Should, in City's sole opinion, any bond
become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace
the affected bond within 10 days of receiving notice from City. In the event the surety or
Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written
notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least
ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due
or will be made under this Agreement until any replacement bonds required by this Section are
accepted by the City. To the extent, if any, that the total compensation is increased in accordance
with the Agreement, the Contractor shall, upon request of the City, cause the amount of the bonds
to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to
the City. To the extent available, the bonds shall further provide that no change or alteration of
the Agreement (including, without limitation, an increase in the total compensation, as referred to
above), extensions of time, or modifications of the time, terms, or conditions of payment to the
Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City
may terminate this Agreement for cause.
3.2.13.4 Surety Qualifications. Only bonds executed by an admitted
surety insurer, as defined in Code of Civil Procedure Section 995.120, shall be accepted. The
surety must be a California -admitted surety with a current A.M. Best's rating no less than A:VIII
and satisfactory to the City. If a California -admitted surety insurer issuing bonds does not meet
these requirements, the insurer will be considered qualified if it is in conformance with
Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the
City.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of City during normal business
hours to examine, audit, and make transcripts or copies of such records and any other documents
created pursuant to this Agreement. Contractor shall 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.
3.3 Fees and Payments.
3.3.1 Comnensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall
not exceed Twenty thousand dollars ($20,000) without written approval of City's City Manager.
Extra Work may be authorized, as described below, and if authorized, will be compensated at the
rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by Contractor.
The statement shall describe the amount of Services and supplies provided since the initial
commencement date, or since the start of the subsequent billing periods, as appropriate, through
the date of the statement. City shall, within 45 days of receiving such statement, review the
statement and pay all approved charges thereon.
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3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which
is determined by City to be necessary for the proper completion of the Project, but which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor
shall not perform, nor be compensated for, Extra Work without written authorization from City's
Representative.
3.3.5 California Labor Code Requirements.
a. Contractor is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage
Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Contractor and all subcontractors to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit
certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Section 1771.4.
b. If the Services are being performed as part of an applicable "public
works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Contractor and all subcontractors performing such Services must be registered with the
Department of Industrial Relations. Contractor shall maintain registration for the duration of the
Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing,
the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall
not apply to work performed on a public works project that is exempt pursuant to the small project
exemption specified in Labor Code Sections 1725.5 and 1771.1.
C. This Agreement may also be subject to compliance monitoring and
enforcement bythe Department of Industrial Relations. It shall be Contractor's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Contractor or any subcontractor that affect
Contractor's performance of Services, including any delay, shall be Contractor's sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Contractor caused delay and shall not be compensable by the City. Contractor shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
61147.02100112888815.3
Updated April 2018 11
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor,
terminate the whole or any part of this Agreement at any time and without cause by giving written
notice to Contractor of such termination, and specifying the effective date thereof, at least seven
(7) days before the effective date of such termination. Upon termination, Contractor shall be
compensated only for those services which have been adequately rendered to City, and Contractor
shall be entitled to no further compensation. Contractor may not terminate this Agreement except
for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
City may require Contractor to provide all finished or unfinished Documents and Data and other
information of any kind prepared by Contractor in connection with the performance of Services
under this Agreement. Contractor shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, City may procure, upon such terms and in such manner as it may
determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
Contractor:
City:
Cla-Val Company
24100 Water Street
Perris, CA 92570
Attn: Mike Trosper
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Steve May, Director of Public Works and Utilities
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.5.2 Indemnification.
61147.02100112888815.3
Updated April 2018 12
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law,
Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers
and agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors
or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents
in connection with the performance of the Contractor's Services, the Project or this Agreement,
including without limitation the payment of all consequential damages, expert witness fees and
attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent
Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be
limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to,
or relate to the negligence, recklessness, or willful misconduct of the Contractor.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with
Counsel of City's choosing and at Contractor's own cost, expense and risk, any and all claims,
suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought
or instituted against City or its officials, officers, employees, volunteers and agents. Contractor
shall pay and satisfy any judgment, award or decree that may be rendered against City or its
officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other
proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its
officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other
proceeding. Such reimbursement shall include payment for City's attorneys' fees and costs,
including expert witness fees. Contractor shall reimburse City and its officials, officers,
employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of
them in connection therewith or in enforcing the indemnity herein provided. Contractor's
obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be
restricted to insurance proceeds, if any, received by the City, its officials officers, employees,
agents, or volunteers.
3.5.3 Governing Law: Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Orange County,
California. In addition to any and all contract requirements pertaining to notices of and requests
for compensation or payment for extra work, disputed work, claims and/or changed conditions,
Contractor must comply with the claim procedures set forth in Government Code sections 900 et
seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent
lawsuit based upon the Government Code claims shall be limited to those matters that remain
unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed
conditions have been followed by Contractor. If no such Government Code claim is submitted, or
if any prerequisite contractual requirements are not otherwise satisfied as specified herein,
Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.5 City's Right to Employ Other Contractors. City reserves right to employ
other contractors in connection with this Project.
61147.02100112888815.3
Updatcd April 2018 13
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.8 Construction: References, Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to City include its
officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement.
3.5.9 Amendment, Modification. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel or otherwise.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
3.5.12 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona He employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the City's Filing Officer as required under state law in the performance of the
Services. For breach or violation of this warranty, City shall have the right to rescind this
Agreement without liability. For the term of this Agreement, no member, officer or employee of
61147.02100112888815.3
Updated April 2018 14
City, during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Attorneys' Fees and Costs. If any action in law or equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement,
the prevailing Party shall be entitled to recover from the losing party attorney's fees and costs in
an amount determined to be reasonable by a court of competent jurisdiction.
3.5.16 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.17 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
[SIGNATURES ON NEXT PAGE]
61147.02100112888815.3
Updated April 2018 15
SIGNATURE PAGE FOR CLA-VAL PRY MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND CLA-VAL COMPANY
IN WITNESS WHEREOF, the Parties have entered into this A
gn;emrnt as of the T
day of August, 2018.
CITY OF SAN JUAN CAPISTRANO
Approved By:
ami gel
City mawger
Date
ane qd
M .aMorris, City CI rk
Approve Form:
City Attomey
61147 MIOUI2888815 )
UV3ic1 Apn12018 16
CLA-VAL COMPANY
Signalurer
Name
�r✓1�2/ te er
nue
ah
Date
EXHIBIT "A"
SCOPE OF SERVICES
Contractor to provide Cla-Val pressure regulating valves (PRV) maintenance on an as -needed or
emergency request basis. Contractor to inspect PRV valves by opening each valve, cleaning and
replacing worn diaphragms, springs, stems, disk retainers, seats and any other internal parts
required. All pilot control assemblies will be opened and all internal parts will be cleaned and or
replaced as needed. All tubing will be cleaned and or replaced with stainless steel pipe with
compression fittings. All water regulating valves will be fitted with valve position indicators if not
already equipped. All water regulating valve settings will be set per City of San Juan Capistrano
specifications established prior to performing maintenance. Troubleshoot and resolve any issues.
The Contractor will be responsible for supplying all labor, equipment, and materials needed as
requested by City personnel to complete any job assigned by the City. The materials will meet the
standards provided in the Specifications with the general intent of replacing in kind the material
currently installed. The City reserves the right to require or specify make and models of equipment
different from that specific manufactures or model listed in these specification.
The City reserves the right to increase or decrease the quantity of any item or portion of the work
or to omit portions of the work as may be deemed necessary or advisable by the City. The City
representative may make such alterations or deviations, additions to, or omissions from these
specifications, as may be determined during the progress of the work to be necessary and advisable
for the proper completion thereof. Such alterations or deviations, additions or omissions shall in
no way affect or make void the contract. Upon written order of a City representative, Contractor
shall proceed with the work as increased, decreased or altered.
The Contractor shall be responsible and shall take necessary precautions to prevent public trespass
into areas of work, during and following construction, until that time that the area is opened again
to the public for their use.
Rubbish and construction debris shall be disposed of to an approved dump site. After removal
operations have been completed, the grounds shall be left in a neat and presentable condition,
satisfactory to the City representative.
The Contractor shall verify the location of all utilities prior to construction and shall be held
liable for all damages incurred due to his operations.
Work shall proceed in an orderly manner. Wherever possible, repair work shall be completely
finished prior to workmen proceeding to the next location. Any exceptions shall be approved by
the City representative.
The City representative will make inspections and determine that the work has been completed in
all respects in accordance with these specifications.
61147.02100112888815.3 17
EXHIBIT "B"
SCHEDULE OF SERVICES
Services are to be performed on an "as -needed" and requested basis. Work will ordinarily be
performed between the hours of 7:00 AM and 6:00 PM, Monday through Friday. During
emergencies, work may be required at other than normal business hours. The Contractor must
receive the approval of the Utilities Director or his/her authorized representative prior to
commencing work during hours outside those stated above.
The Contractor shall provide the City at all times throughout the duration of this contract
emergency telephone numbers of at least two (2) qualified persons who can be called for
emergency conditions at any time that Contractor's representatives are not immediately available
at the job site. An alternate emergency number shall be provided in case no answer is received at
the first number. The emergency number shall be used to contact the representative of the
Contractor who can take the necessary action required to alleviate an emergency condition which
threatens to cause damage to any City property
61147.02100112888815.3 18
EXHIBIT "C"
COMPENSATION
LABOR HOURLY RATES
Hourly rates and unit prices quoted shall include all safety equipment required.
One Man Prevailing Wage: $159.00 per hour
Two Men Prevailing Wage: $299.00 per hour
Two-man crew determined by the following conditions:
Confined space entry, 8" or larger valve, or traffic related conditions.
After Hours or Emergency rates are at time and one-half.
Hourly rate begins upon commencement of service at site location.
Travel one man: $258.00 per day
Travel two men / one truck: $321.00 per day.
REPLACEMENT PARTS
Parts are sold at list price , minus 20%
Performance/Payment Bonds not required
61147.02100112888815.3 19
r --V'.' CIA-VAL AUMNATo =TW vuWEs
CLA-VAL
The Cb Vsl valve you purchesad was designed to be rellable, durable. and easy to operate.
Cls -Val Field Service Is your only authaaed factory masderun" flounce
Our Field Service Techniwns are NdYy Veined professionals Ihal hews a Ihomi In-depth knoMedge of
me wakptgs of ee;h yaks and M&d ClaVel manufa;lu,ea Our Ialsor -trained axles and to v"
penomel ata me only people aWarized b perform any repass. startup service. or maintenance on mese
vales. We M not recognize or aulhonze any other sem" organizaM1on to perform repairs on our valves. Aa
an ISO 9001 "relied cornpany. via maintain the highest slaMard for guairy assurance. Also, unauthorized
repairs will result In voibrg Ne valve vmrwily
Our Field Servius Terlmiclans have Dir average of ova, 12 yeas of experence and our Ben of service
vehWes are silly slocked wM Spare and haory replacement parts to ensure that on-site maintenance and
repair earn"s we exacutad an a timely manner. We also haw who dedicated seryl" warehouses at our
Western Regime[ Se.e Camers In Southern Caldoraa and Nortvarn CaWcann, (855-5129965)
Fermore then 30 years. we have provided the roaring "mgfonss of smlces
• Start-up, ass islan"
• Pedpolc maintenance
• Diagnosis; services
• Valve repairs
• Field retro8h
• ACItwor repwr aM mantenan"
On call 24 hours a day, 7 days a vreek, 365 days par year, Cla-Val Field Service is mere when you need It.
Decked by more man 80 years of valve design and manufachimg, exwhence
Regards,
/
'/z
Mike Trosper
Seryl" Manager
24100 Wolff Street
Ferns, CA 92570
(951) 657-1716 lud. 288
(951) 657.8540 Fas
(949) 923 -WO Cell
mlmapelacla-val.can
5 Horne Othai d F Worry • P.O Bar 1325 - Iwvpnit Beth. CA 92668.0325 Prime 9aB722Je00 Fax 41954&Sunt
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A� 0® CERTIFICATE OF LIABILITY INSURANCE
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CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
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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(les) 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
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INSURE S AFFORDING COVERAGE — N_AIC e
INSURER A: Hartford Fina Insurance Caroarry T 2
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INSURER B : NIA NIA -
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INSURER C: Twin Coy Reinsurance Company_- -- --�29't59 _
1701 Placentia Avenue
Costa Mesa. CA 92627.4475
INSURER D : WA II NI
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INSURER F:
COVERAGES CERTIFICATE NUMBER: LOSM2267628.11 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 REOUiREMENT, 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.
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACOR0101. AddlUenat Renwlis Schedule, may be attached d more space Is reeutred)
City Of San Juan Cap SWM its OIfICOrS. ens Das. agentt, of vofunteenl are included as additional insured (except workers' compensation) where required by wrltlen contract
City Of San Juan Capistrano
31400 Paseo Adelanto
San Juan Capistrano. CA 92675
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk 61nsuranco Services
Claudia Hemartdez Q� p([j� f-�y/7ssvae(.cs
m 1988-2018 ACORD CORPORATION. All rights
ACORD 25 (2018103) The ACORD name and logo are registered marks of ACORD
interest of more than 50% of the voting stock, will
qualify as a Named Insured if there is no other
similar insurance available to that organization.
However:
a. Coverage under this provision is afforded only
until the 90th day after you acquire or form the
organization or the end of the 'policy period",
whichever is earlier,
b. Coverage A does not apply to 'bodily injury" or
'property damage" that occurred before
you acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury' arising out of an offense
committed before you acquired or formed the
organization.
4. Mobile Equipment
With respect to 'Imobile equipment" registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person Is also
an insured, but only with respect to liability arising
out of the operation of the equipment, and only if
no other insurance of any kind is available to that
person or organization for this liability. However,
no person or organization is an insured with
respect to:
a. "Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to. In the charge of or occupied by you
or the employer of any person who is an
Insured under this provision.
5. Nonowned Watercraft
With respect to watercraft you do not own that is
less than 51 feet long and is not being used to
cavy persons for a charge, any person is an
insured while operating such watercraft with your
permission. Any other person or organization
responsible for the conduct of such person is also
an Insured, but only with respect to liability arising
out of the operation of the watercraft, and only if
no other insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an Insured
with respect to:
a. "Bodily injury' to a co -"employee" of the
person operating the watercraft; or
b. "Property damage"to property owned by,
rented to, in the charge of or occupied by you
or the employer of any person who is an
insured under this provision.
6. Additional Insureds When Required By Written
Contract, V*itten Agreement Or Permit
The following person(s) or organizations) are an
additional insured when you have agreed, in a
written contract, written agreement or because of
a permit issued by a state or political subdivision,
that such person or organization be added as an
additional insured on your policy, provided the
injury or damage occurs subsequent to the
execution of the contract agreement.
A person or organization is an additional Insured
under this provision only for that period of time
required by the contract or agreement.
However, no such person or organization is an
insured under this provision if such person or
organization is included as an insured by an
endorsement issued by us and made part of this
Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
'bodily Injury" or "property damage" arising out
of "your products" which are distributed or sold
in the regular course of the vendor's business;
and only if this Coverage Part provides
coverage for 'bodily injury" or `property,
damage" Included within the 'products -
completed operations hazard".
(1)The insurance afforded the vendor is
subject to the following additional
exclusions:
This insurance does not apply to:
(a) "Bodily injury" or 'property damage"
for which the vendor is obligated to
pay damages by reason of the
assumption of liability in a contract or
agreement. This exclusion does not
apply to liability for damages that the
vendor would have in the absence of
the contract or agreement;
(b) Any express warranty unauthorized
by you;
(c) Any physical or chemical change in
the product made intentionally by the
vendor,
(d) Repackaging except when unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under instructions
from the manufacturer, and then
repackaged in the original container;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the
vendor has agreed to make or
Form EH 00 02 06 05 Page 13 of 23
normally undertakes to make in the
usual course of business, in
connection with the distribution or
sale of the products;
(f) Demonstration, installation, servicing
or repair operations, except such
operations performed at the vendor's
premises in connection with the sale
of the product;
(g) Products which, after distribution or
sale by you, have been labeled or
relabeled or used as a container, part
or ingredient of any other thing or
substance by or for the vendor; or
(h) "Bodily Injury" or "property damage"
arising out of the sole negligence of
the vendor for its own ads or
omissions or those of its employees
oranyone else acting on its behalf.
However, this exclusion does not
apply to:
(} The exceptions contained in
paragraphs (d) or (f); or
(ii) Such inspections adjustments or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization, from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or containing
such products.
b. Lessors of Equipment
(1) Any person or organization from whom
you lease equipment; but only with
respect to their liability for "bodily injury' or
"property damage" or `personal and
advertising injury" caused, In whole or in
part, by your maintenance, operation or
use of equipment leased to you by such
person or organization.
(2) With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to any "occurrence" which
takes place after the equipment lease
expires.
c. Lessors of Land or Premises
Any person or organization from whom you
lease land or premises, but only with respect
to liability arising out of the ownership,
maintenance or use of that part of the land or
premises leased to you.
With respect to the insurance afforded these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
(1) Any "occurrence" which takes place after
you cease to lease that land; or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such person or organization.
d Architects, Engineers or Surveyors
Any architect, engineer, or surveyor, 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.
(1) In connection with your premises; or
(2) In the performance of your ongoing
operations performed by you or on your
behalf.
With respect to the insurance afforded these
additional insureds, the following additional
exclusions apply:
This insurance does not apply to "bodily
injury", "property damage" or "personal and
advertising injury' arising out of the rendering
of or the failure to render any professional
services by or for you, 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; or
2. Supervisory, inspection, architectural or
engineering activities.
e. Pernnits issued By State or
Political Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on
your behalf for which the state or political
subdivision has issued a permit.
With respect to the insurance afforded these
additional insureds, this insurance does not
apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury" arising
out of operations performed for the state
or municipality; or
(2) "Bodily injury" or "property damage"
Included within the'products•completed
operations hazard".
Page 14 of 23 Form EH 00 02 06 05
f. Any Other Party
Any other person or organization who is not an
insured under paragraphs a. through e.
above, 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.
(1) In the performance of your ongoing
operations,
(2) In connection with your premises owned
by or rented to you; or
(3) In connection with "your worm' and
included within the 'products -completed
operations hazard", but only if;
b. Claims made or 1suits" brought; or
c. Persons or organizations malting claims or
bringing ''sults".
2. The General Aggregate Limit
The General Aggregate Limit is the most we will
pay for the sum of.
a. Damages under Coverage A, except
damages because of 'bodily Injury" or
"property damage" Included in the 'products -
completed operations hazard"; and
b. Damages under Coverage B.
3. Products -Completed Operations Aggregate
Limit
(a) The written contract or agreement
requires you to provide such
coverage to such additional insured;
and
(b) This Coverage Part provides 4.
coverage for "bodily injury" or
"property damage" fnduded within the
"products -completed operations"
hazard".
With respect to the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury', "property damage" or
"personal and advertising injury" arising out of
the rendering of, or failure to render, any
professional architectural, engineering or
surveying 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; or
(2) Supervisory, inspection, architectural or
engineering activities.
The limits of insurance that apply to additional
insureds under this provision Is described in
Section Ip - Limits Of Insurance. Such limits of
Insurance apply only In excess of the "self -Insured
retention".
No person or organization is an insured with respect to
the conduct of any current or past partnership, joint
venture or limited liability company that is not shown
as a Named Insured in the Declarations.
SECTION III LIMITS OF INSURANCE
1. The Most We Will Pay
Subject to item 1.e. of the Insuring Agreement,
the Limits of Insurance shown In the Declarations
and the rules below fix the most we will pay
regardless of the number of:
a. Insureds;
Form EH 00 02 06 05
The Products-Ccmpleted Operations Aggregate
Limit is the most we will pay under Coverage A for
damages because of 'bodily injury" and "property
damage" included in the "products -completed
operations hazard".
Personal and Advertising Injury Limit
Subject to 2 above, the Personal and Advertising
Injury Limit is the most we will pay under
Coverage B for the sum of all damages because
of all "personal and advertising injury" sustained
by any one person or organization.
5. Each Occurrence Limit
Subject to 2 or 3. above, whichever applies, the
Each Occurrence Limit is the most we will pay for
damages under Coverage A because of all "bodily
injury" and "property damage" arising out of any
one'bocurrence".
6. How Limits And Self Insured Retention Apply
to Additional Insureds
If you have agreed in a contract or agreement that
another person or organization be added as an
Insured on your policy:
a. You are responsible for payment of any "self
Insured retention" on behalf of such person or
organization; and
b. The most we will pay an behalf of such
insured or any other insured endorsed to this
Coverage Part is the lesser of:
(1) The limits of Insurance specified in the
contract or agreement; or
(2) The Limits of Insurance shown in the
Declarations.
Any amount we pay shall be in excess of the "self-
insured retention" and is part of and not in addition
to the Limits of Insurance shown in the
Declarations and described in this Section.
The Limits of Insurance of this Coverage Part and
the amount of the "self-insured retention" apply
separately to each "policy period'. If the policy
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