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HomeMy WebLinkAboutAGMT - W A Rasic (Install GGI 1st Street Facility)PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 tO W.A. Rasic Construction Company 4150 Long Beach Blvd. Long Beach, CA 90807 (562) 928 -6111 This Professional Service Agreement ( "the Agreement') is made as of October 17, 2018 (the "Effective Date "), by and between W.A. Rasic Construction Company ( "Consultant'), a Contractor, and the City of Seal Beach ( "City'), a California charter city, (collectively, 'the Parties "). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ( "Services ") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 months unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $28,200.00. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. 2 of 9 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Rachelle Lee is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 3 of 9 To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: Public Works Director To Consultant: W.A. Rasic Construction Company 4150 Long Beach Blvd. Long Beach, CA 90807 Attn: Rachelle Lee 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant 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. Consultant 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. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4of9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant 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 shall 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. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, 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. 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, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, 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. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) 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 directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain 5 of 9 of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, 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 by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees 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 directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, 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. Consultant's obligation to indemnify shall not be restricted to 6of9 insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non - discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that 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. 15.0 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. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 7 of 9 19.0 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. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited 'conflict of interest' under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from i • the losing party all of its attomeys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR 0 Works Name: Peter L. Rasic Its: President 24OGT2ar8 2-of tc-6 V pt-Fe- I 1 -C 2 fo 9of9 Exhibit A Constract Scope: GGI Installation &A- 74 „MA i ,RA5; !16! STRUCT�UIV1 October 2, 2018 City of Seal Beach 211 8'h Street Seal Beach, CA 90740 Attention: Dave Fait Sent via Email: dfait @sealbeachca.gov Reference: River's End Cafe Grease Interceptor Installation WAR Bid S180905D Dear Mr. Fait, Our price to provide all necessary labor, equipment and material to install the 1500 Gallon Grease Interceptor and associated tasks for the referenced project is as follows: Scope Item Approx. Otv. Excavate, Install and Backfill Grease Interceptor 1 LS Connect to Existing Sewer, Install Vent Piping and Stub out for Restaurant 1 LS Total Price for Above Items: $ 28.200.00 Dewatering if Necessary - $1,300.00 Remove and Replace Landscape and Trees - 3,600.00 Plans and Specifications Included Per site visit on 9/11/18, plans prepared by Sonex, as -built schematic prepared by Pipeline Plumbing, and email from Michael Ho dated 9/12/18. This proposal is subject to the standard conditions attached and made part of this proposal. Sincerel , W.A sic C struction Co., I R ac eelle Lee Estimator /Project Manager 4150 Long Beach Boulevard, Long Beach, CA 90807 - 562- 928 -6111 - fax: 562- 928 -7339 - www.warasic.com State Contractor's License #A368761 - DIR Registration No. 1000000649 6. ® CERTIFICATE OF LIABILITY INSURANCE L.,i °0/17 2018' to /17 /zols 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: H the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 endomement(s). PRODUCER Commercial Associates Insurance 1594 N. Batavia Street Orange, CA 92867 CONTACT NAME PNONE . (714) 524 -4949 FK ,(714)524 -4940 EMAIL INSURERS AFFORDING COVERAGE NAICP INSURER A;Travelers Indemnity Co of CT 25682 INSURED W.A. Rasic Construction Co., Inc. 4150 Long Beach Blvd. Long Beach, CA 90807 INSURER B LIABILITY INSURER C: INSURER D: INSURER E; EACH OCCURRENCE INSURER F: ii COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUSR POLICY NUMBER POLICYEFF fMMUDPfYYYY1 MUCYUP IMMIDONYM LmRS GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 ii PREMISES rRTCT- REe r $ 300,000 A COMMERCIAL GENERAL LIABILITY CLAMSAIADE QOCCUR X T22- CO- 8670%247- TCT -18 /1/2018 /1/2019 MED UPI arM penwnl r 10,000 PERSONAL d ADV INJURY S 2,000,000 GENERAL AGGREGATE S 4,000,000 GENLAGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPOP AGO S 4,000,000 POLICY X PRO- LOC IFCT 1 AUTOMOBILE LIABILITY CBMa�INEn ING NU 2,000,000 BODILY INJURY(PCPmeon) S A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS X T- 810 - 8670X247- TCT -18 /1/2018 /1/2019 BODILY INJURY(Pwacrieen) S HIRED AUTOS NON-OWNED AUTOS PROPERTY` UD GE Per een s Unhmin nn*,mdra,Nnea S UMBRELLA LIAR OCCUR EACH OCCURRENCE S AGGREGATE S EXCESS LIMB CWMSi E OED I I RETENTIONS S WORKERS COMPENSATION I YK STATU- I OTH- IIORYUMITSI PR AND EMPLOYERS' LUIBILTY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFRCERA EMBER EXCLUDED? El NIA EL EACH ACOMEW S EL DISEASE - EA EMPLOYEE S (MmNLtory In NH) Hyyaa 4smDa, 0 SCRIPnON OF OPERATIONS Uelow E.L DISEASE - POLICY UIMR S DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (AIMCI AMID) Tel, A4C Ummi RemerlA Sch T , IT mom qm, 4 u m'dmol) (WAR #18TC -26) Re: Operations usual to the named insured - River's End Cafe Grease Interceptor Installation - City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are added as additional insured including primary wording where required by written contract as respects general liability 6 auto per attached CGD246 8/05, CAT353 2/15 6 CAT474 2/16. General Liability Deductible: NIL IF Auto Liability Deductible: NIL 30 days notice of cancellation except 10 days for non- payment. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) INS025 (201005).m ©1988.2010 ACORD CORPORATION. All right reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Seal Beach Attn: City Manager 211 Bth Street Seal Beach, CA 90740 THE EXPIRATION DATE THEREOF, NOTICE M UL BE DELIVERED IN ACCORDANCE W& THE POLICY PROVISIONS. AIJTHORQED REPRESENTATIVE ACORD 25 (2010/05) INS025 (201005).m ©1988.2010 ACORD CORPORATION. All right reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended to include any person or organization that you agree in a 'written contract requiring insurance' to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury, 'property, damage" or "personal injury; and b) If, and only to the extent that, the Injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work' to which the 'written contract requiring insurance' applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement Is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the Nvritten contract requiring insurance', the in- surance provided to the additional Insured shall be limited to the limits of liability re- quired by that 'written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described In Section III — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to 'bodily Injury, "prop- erty damage" or "personal Injury' arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: L The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or falling to prepare or ap- prove, drawings and specifications; and H. Supervisory, inspection, architectural or engineering aces. c) The insurance provided to the additional in- sured does not apply to 'bodily injury" or "property damage" caused by your work' and included in the 'products - completed op- erations hazard" unless the 'written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional Insured applies only to such 'bodily injury or "property damage' that oc- curs before the end of the period of time for which the "written contract requiring insur- anoe' requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible 'other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional Insured for a loss we cover under this endorsement. However, if the 'Written contract requiring insurance' specifically requires that this insurance apply on a primary basis or a primary and noncontributory basis, this insurance is primary to "other insurance' available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that 'other Insurance". But the Insurance provided to the additional Insured by this endorsement still Is excess over any valid and collectible 'other in- surance', whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional Insured under such 'other insur- ance'. 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must ghre us written notice as soon as practicable of an "occur- rence" or an offense which may result In a claim. To the extent possible, such notice should Include: CG D2 46 08 05 0 2005 The SL Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY I. How, when and where the "occurrence" or offense took place; Ii. The names and addresses of any Injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the 'occurrence" or offense. b) If a claim is made or'sur is brought against the additional insured, the additional Insured must I. Immediately record the specifics of the claim or "suit' and the date received; and Ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or'sulf as soon as practicable. c) The additional insured must Immediately send us copies of all legal papers received In connection with the claim or "suit, cooperate with us in the investigation or settlement of the claim or defense against the "suit, and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of 'other insurance' which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to 'other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury and "property damage" oc- curs and the "personal injury' is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period Page 2 of 2 0 2006 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE —GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- Ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. OBLANKET ADDITIONAL INSURED The following is added to Paragraph e. in A.1., Who Is An Insured, of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury' or "property damage' occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION If — COV- ERED AUTOS LIABILITY COVERAGE: An "employee' of yours is an "insured" while operating an 'auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: III. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto' you lease, hire, rent or borrow: and (2) Any covered 'auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 C 2015 The Traveler; Indemnity Company. All rights reserved. Page 1 of 4 Includes Copyrighted material of Insurance Services Office, Inc. with its permieslan. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON - CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.t.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This Includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury' or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured ". 2. The following is added to Paragraph B.S., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non - contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the 'bodily injury" or "property damage" occurs and that Is in effect during the policy period, requires this Insurance to be primary and non - contributory. CA T4 74 02 16 ® 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.