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HomeMy WebLinkAboutJ&A Fence Engineering Corporation - 2020-11-03 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND J&A FENCE ENGINEERING CORPORATION FOR REPLACEMENT OF WROUGHT IRON FENCING AT NEWLAND HOUSE MUSEUM THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and J&A Fence Engineering Corporation, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of removing and hauling away existing wrought iron fence, including fittings, posts and footings and installing new wrought iron fence and gates, including fittings, posts and footings.. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Mike Miranda, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 20-9055/237332 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit`B." The total sum to be expended under this Agreement, shall not exceed Sixty-Six Thousand Two Hundred Dollars ($66,200). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. C. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time i of the essence of this Agreement. The services of Contractor are to commence or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate three (3) years after commencement date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans, Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 20-9055/237332 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 20-9055/237332 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 20-9055/237332 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 20-9055/237332 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach J&A Fence Engineering Corporation Attn: Chris Slama Attn: Mike Miranda 2000 Main Street 824 N. Todd Avenue Huntington Beach, CA 92648 Azusa, CA 91702 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20-9055/237332 6 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 20-9055/237332 7 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. 20-9055/237332 8 Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20-9055/237332 9 i 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. CONSULTANT, CITY OF HUNTINGTON BEACH, a municipal corporation of the State of J&A FENCE ENGINEERING Cal' rnia CORPORATION City Manager Miguel Miranda print name INITI D AND AP ED: ITS: (circle one)Chairm resider ice President AND ector of Public or s By: APPROVED AS TO FORM: print name A') ITS: (circle one)Secretary/Chief Financial Officer/Ass(. City Attorney I Secretary—Treasurer Date RECEIVE AND FILE: City Clerk Date 20-9055/237332 10 Exhibit A J&A Fence Proposal 824 N Todd Ave Date Proposal# CA 91702 9/15/2020 1415 Name/Address City ot Huntington Beach Community Service Jobsite:Newland House Museum 19820 Beach Blvd.,Huntington Beach,CA Project Description Qty Rate Total To remove and haul away existing+/-658'lnft of Wrought Iron 66,200.00 66,200.00 fence including fittings,posts,and footings. Install new+/-658'lf.by 6'-8"high Wrought Iron Fence with custom ornamental fittings.Each panel to be green powder coated, to match existing fence. Install two each+/-6'opening by 6'-8"high Wrought Iron Single Walk Gate with custom ornamental fittings.Including slide bolt to match existing. To install one each+/-8'opening by 6'-8"high Wrought Iron Double Walk Gate with custom ornamental fittings.Including cane bolt to match existing. Breakdown Price: Labor: $23,175.00 Material&Equipment: $36,405.00 Overhead/Profit: $ 6,620.00 Thank you Kindly! Total $66,200.00 Exhibit B J&A Fence Proposal 824 N Todd Ave Date Proposal# CA 91702 9/15/2020 1415 Name/Address City ot Huntington Beach Community Service Jobsite:Newland House Museum 19820 Beach Blvd.,Huntington Beach,CA Project Description Qty Rate Total To remove and haul away existing+/-658'lnft of Wrought Iron 66,200.00 66,200.00 fence including fittings,posts,and footings. Install new+/-658'lf.by 6'-8"high Wrought Iron Fence with custom ornamental fittings.Each panel to be green powder coated, to match existing fence. Install two each+/-6'opening by 6'-8"high Wrought Iron Single Walk Gate with custom ornamental fittings.Including slide bolt to match existing. To install one each+/-8'opening by 6'-8"high Wrought Iron Double Walk Gate with custom ornamental fittings.Including cane bolt to match existing. Breakdown Price: Labor: $23,175.00 Material&Equipment: $36,405.00 Overhead/Profit: $ 6,620.00 Thank you Kindly! Total $66,200.00 ® DATE(MWODlYYY`n ACORO CERTIFICATE OF LIABILITY INSURANCEF�� 1 111 8/2 0 2 0 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Vazquez Prado Insurance Services No -4 - A,D NO: 844-274-0020 18301 Von Karman Ave Suite 560 ADDRESS: custonwrservice as ua: rado.com Irvine, CA 92612 INSURERS AFFORDING COVERAGE NAIC N INSURER A:Blackboard Insurance Company 26611 INSURED INSURER B:AmGUARD Insurance Company 42390 J and A Engineering Corporation INSURER C:Tdsura Specialty Insurance Company 16188 DBA J and A Fence DB North Todd Ave INSURER 0:Everest Premier Insurance Company 16045 Azusa, CA 91702 INSURER E: _ INSURER F: COVERAGES CERTIFICATE NUMBER:29004502 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEDLISUBRI LIMITS LTR IOD WV0 POLICY NUMBER IPOLIUY EFF) (POLI YEXP A ,/ COMMERCIAL GENERAL LIABILITY X APRAD00001HIBP-53988-01 11/20/2020 11/20/2021 EACHOCCURRENCE S 2.000,000 DAMAGE TO RENTED CLAIMS-MADE I ./ I OCCUR PREMISES tEa occurrence $ 50,000 MED EXP(Any one person) S 5,000 PERSONAL&ADV INJURY S 2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 4,000,000 ✓ POLICY PROJECT LOC PRODUCTS-COMPIOPAGG $ 4,000,000 Fr HER: $ B AUTOMOBILE LIABILITY X JAAU142096 08/01/2020 08/01/2021 Ea acadent S 1,000,000 4✓ ANY AUTO BODILY INJURY(Per person) S OVIMED SCHEDULED BODILY INJURY(Per acadent) S AUTOS ONLY L AUTOS HIRED I NON-CWNEO PROPERTY DAMAGE $ UTOS ONLY AUTOS ONLY r acr�de I s C MBRELLA LIAR ✓OCCUR 043750802 11/20/2020 11/20/2021 EACH OCCURRENCE EXCESS LIAB s 4,000,000 i ,/ IAIMS-MADE AGGREGATE S 4,000,000 DED RETENTIONS S D WORKERS COMPENSATION 7600019676201 11/01/2020 11/01/2021 ✓ STATUTE ER AND EMPLOYERTLIABILITY 1N ANYPROPRtETOR/PARTNERtEXECUTIVE NIA E.L.EACH ACCIDENT s 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE s 1,000,000 II ves describe under IS 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES(ACORD 101,Addltlunal Remarks Schedule,may be attached If more space Is required) HIDV99 NOIONI1Nr1N d0 kui City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunte,'� additional insured in respect to General Liability and Auto Liability. Insurance is Primary& Non-Contribut ;,Ig Job-site: Newland House Museum WHO4 O-L Sd Qa Ndd11 CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 2000 Main St. THE EXPIRATION DATE THEREOF, 30 DAY NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach, CA 92648 AUTHOR1250 REPRESENTATIVE Socrates Vazquez ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and[ago are registered marks of ACORD 29004502 1 VAPRAD00001HISP-53988-01 I JAAU142096 1 043750802 17600019676201 1 20/21 Master Certificate 11/18/2020 9:50:09 AI4(PDT) POLICY NUMBER:VAPRAD00001HIBP-53988-01 BUSINESSOWNERS BP 14 02 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPINTED OFFICIALS, EMPLOYEES,AGENTS AND VOLUNTEERS, SCHEDULE Name Of Additional Insured Location And Description Person(s)Or Organization(s) Of Completed Operations ANY PERSON/ORGANIZATION REQUIRED ANY WORK PERFORMED BY NAMED INSURED BY WRITTEN CONTRACT/AGREEME Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II—Liability is amended as follows: additional insured will not be broader than A. The following is added to Paragraph C.Who Is that which you are required by the contract An Insured: or agreement to provide for such additional insured. Any person(s) or organization(s) shown in the B. With respect to the insurance afforded to Schedule is also an additional insured,but only these additional insureds, the following is with respect to liability for "bodily injury" or added to Paragraph D. Liability And Medical property damage caused, in whole or in part, Expenses Limits Of Insurance: by"your work" at the location designated and described in the Schedule of this endorsement If coverage provided to the additional insured is performed for that additional insured and required by a contract or agreement, the most included in the"products completed operations we will pay on behalf of the additional insured hazard". is the amount of insurance: However: 1. Required by the contract or agreement;or 1. The insurance afforded to such additional 2. Available under the applicable Limits Of insured only applies to the extent permitted Insurance shown in the Declarations; by law;and whichever is less. 2. If coverage provided to the additional This endorsement shall not increase the insured is required by a contract or applicable Limits Of Insurance shown in the agreement, the insurance afforded to such Declarations. BP 14 02 07 13 0 Insurance Services Office, Inc.,2012 Page 1 of 1 POLICY NUMBER:VAPRAD00001 HIBP-53988-01 BUSINESSOWNERS BP14880713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS. The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section Ili — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance;and BP 14 88 07 13 0 Insurance Services Office, Inc.,2012 Page 1 of 1 POLICY NUMB ER:VAPRAD00001 H I BP-53988-01 BUSINESSOWNERS BP 04 5107 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH ADDITIONAL INSURED REQUIREMENT IN CONSTRUCTION CONTRACT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Section II—Liability is amended as follows: B. With respect to the insurance afforded to these A. The following is added to Paragraph C.Who Is An additional insureds, the following additional Insured: exclusion applies: 3. Any person(s) or organization(s)for whom you This insurance does not apply to"bodily injury" or are performing operations is also an additional "property damage"occurring after: insured, if you and such person(s) or 1. All work, including materials, parts or organization(s) have agreed in writing in a equipment furnished in connection with such contract or agreement that such person(s) or work, on the project (other than service, organization(s) be included as an additional maintenance or repairs) to be performed by or insured on your policy. Such person(s) or on behalf of the additional insured(s) at the organization(s) is an additional insured only location of the covered operations has been with respect to liability for "bodily injury", completed; or "property damage"or"personal and advertising 2. That portion of "your work" out of which the injury"caused, in whole or in part,by: injury or damage arises has been put to its a. Your acts or omissions;or intended use by any person or organization b. The acts or omissions of those acting on other than another contractor or subcontractor your behalf; engaged in performing operations for a principal as a part of the same project. in the performance of your ongoing operations C. With respect to the insurance afforded to these for the additional insured. additional) insureds, the following is added to However, the insurance afforded to such Paragraph D. Liability And Medical Expenses additional insured: Limits Of Insurance: a. Only applies to the extent permitted by law; The most we will pay on behalf of the additional and insured is the amount of insurance: b. Will not be broader than that which you are 1. Required by the contract or agreement you required by the contract or agreement to have entered into with the additional insured; provide for such additional insured. or A person's or organization's status as an 2. Available under the applicable Limits Of additional insured under this endorsement Insurance shown in the Declarations; ends on the earlier of the date: whichever is less. a. When your operations for that insured are completed;or This endorsement shall not increase the applicable Limits Of insurance shown in the b. The contract or agreement you have Declarations. entered into with the additional insured is terminated. BP 04 51 07 13 0 Insurance Services Office,Inc.,2012 Page 1 of 1 COMMERCIAL AUTO BA 99 04 06 IS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED WHEN REQUIRED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This provision does not apply in regard to any ownership, maintenance or use of the additional insured's"autos." Additional Insured When Required by Contract (a) The limits of insurance specified in (1) Paragraph A.I. —WHO IS AN INSURED — the written contract or written of Section It — Liability Coverage is agreement; or amended to add: (b) The Limits of Insurance shown in d. When you have agreed, in a written the Declarations. contract or written agreement, that a Such amount shall be a part of and not person or organization be added as an in addition to Limits of Insurance shown additional insured on your business auto in the Declarations and described in this policy, such person or organization is an Section. "insured", but only to the extent such (3) Additional Insureds Other Insurance person or organization is liable for "bodily injury" or "property damage' If we cover a claim or "suit" under this caused by the conduct of an "insured" Coverage Part that may also be covered under paragraphs a. or b. of Who Is An by other insurance available to an Insured with regard to the ownership, additional insured, such additional maintenance or use of a covered"auto." insured must submit such claim or"suit" The insurance afforded to any such to the other insurer for defense and additional insured applies only if the indemnity. "bodily injury' or "property damage" However, this provision does not apply occurs: to the extent that you have agreed in a (1) During the policy period, and written contract or written agreement that the insurance is primary and non- (2) Subsequent to the execution of such contributory with the additional insured's written contract, and own insurance. (3) Prior to the expiration of the period (4) Duties in The Event Of Accident, Claim, of time that the written contract Suit or Loss requires such insurance be provided to the additional insured. If another person or organization is added as an additional insured on your (2) How Limits Apply policy, the additional insured shall be If you have agreed in a written contract required to comply with the provisions in or written agreement that another A. Loss Conditions 2.— Duties In The person or organization be added as an Event Of Accident, Claim, Suit Or additional insured on your policy, the Loss — of SECTION !V — BUSINESS most we will pay on behalf of such AUTO CONDITIONS, in the same additional insured is the lesser of: manner as the Named Insured. BA 99 04 06 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 1 t ' 7 ® DATE(MWDDIYYYY) ACORO CERTIFICATE OF LIABILITY INSURANCE 10/12/2020 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 poilcy(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 Ileu of such endorsement(s). PRODUCER C N AME:O T CT Vazquez Prado Insurance Services No Eat: 714-42 -1632 MC Mc Nei: 844-274-0020 18301 Von Karmen Ave Suite 560 ADDRESS: CUS(OMerservlcedlvagquezprado.corn Irvine, CA 92612 INSURER(S)AFFORDING COVERAGE NMC N INSURER A:AmGUARO Insurance Company 42390 INSURED INSURER 8:Everest Premier Insurance Company 16045 J and A Engineering Corporation DBA J and A Fence fNSURERC: 824 North Todd Ave INSURER0: Azusa, CA 91702 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:29004264 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. LTR INSA TYPE OFINSURANCE INSD WVD POLICY NUMBER (MMN7DIYYYY) (MWDDIYYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE I I OCCUR DAMAGE TO RENTED S PREMISES Ea occu ence MED EXP(Any oneperson) S PERSONAL&ADV INJURY $ GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY PROJECT LOC PRODUCTS-COMPIOPAGG $ THER: S A AUTOMOBILE LIABILITY X JAAU142096 0810112020 O8/01/2021 Ea accidenti $ 1,000.000 ANY AUTO BODILY INJURY(Per person) S ✓ OWNED SCHEDULED - BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY e s S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION 3 $ B WORKERS COMPENSATION 7600019676191 111 1 20 ✓ STATUTE I EOTH- R AND EMPLOYERS'LIABILITY ANYPROPRIETORIPARTNER/EXECUTWE IN £.L.EACH ACCIDENT S 1,000,000 OFFICER#AF-MBER EXCLUOED? N I A IiMandaasw he under By. MICHAEL E GATES E.L.DISEASE-EA EMPLOYEE $ 1,000,000 yesDESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY LIMIT S 1,000,000 CITY OF Hum GTON OF-A, H DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if Mora spaca Is required) City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are added as additional insured in respect to Auto Liability. Job-site: Newland House Museum CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ZOQO Main St. THE EXPIRATION DATE THEREOF,30 DAY NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE Socrates Vazquez ©1988-2015 ACORD CORPORATION. All rights reserved, ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 29004264 1 JAAU142096 1 7600019676191 120/21 Master Certificate 10/12/2020 3:50:09 PM(PDT) COMMERCIAL AUTO BA 99 04 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ` I ADDITIONAL INSURED WHEN REQUIRED BY CONTRACT ! i This endorsement modifies insurance provided under the following: { BUSINESS AUTO COVERAGE FORM i With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. This provision does not apply in regard to any ownership, maintenance or use of the additional insured's"autos." Additional Insured When Required by Contract `lam (a) The limits of insurance specified in (1) Paragraph A.I. —WHO IS AN INSURED — the written contract or written of Section II — Liability Coverage is agreement; or amended to add: (b) The Limits of Insurance shown in d. When you have agreed, in a written the Declarations., contract or written agreement, that a Such amount shall be a part of and not person or organization be added as an in addition to Limits of Insurance shown additional insured on your business auto in the Declarations and described in this policy, such person or organization is an Section. "insured", but only to the extent such (3) Additional Insureds Other Insurance person or organization is liable for "bodily injury" or "property damage" If we cover a claim or "suit" under this caused by the conduct of an "insured" Coverage Part that may also be covered under paragraphs a. or b. of Who Is An by other insurance available to an Insured with regard to the ownership, additional insured, such additional maintenance or use of a covered"auto." insured must submit such claim or"suit" The insurance afforded to any such to the other insurer for defense and additional insured applies only if the indemnity. "bodily injury" or "property damage" However, this provision does not apply occurs: to the extent that you have agreed in a (1) During the policy period, and written contract or written agreement that the insurance is primary and non- (2) Subsequent to the execution of such contributory with the additional insured's written contract, and own insurance. (3) Prior to the expiration of the period (4) Duties in The Event Of Accident, Claim, of time that the written contract Suit or Loss requires such insurance be provided If another person or organization is to the additional insured. added as an additional insured on your (2) How Limits Apply policy, the additional insured shall be If you have agreed in a written contract required to comply with the provisions in or written agreement that another A. Loss Conditions 2. — Duties In The person or organization be added as an Event Of Accident, Claim, Suit Or additional insured on your policy, the Loss — of SECTION IV — BUSINESS most we will pay on behalf of such AUTO CONDITIONS, In the same additional insured is the lesser of: manner as the Named Insured. BA 99 04 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. Page 1 of 1 i i COMMERCIAL GENERAL LIABILITY CG20010413 t THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Name of Person or Organization(Additional Insured): CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS. + The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be j contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other Insurance available to the This insurance is primary to and will not seek additional insured, contribution from any other insurance available I to an additional insured under your policy I provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 0104 13 ©Insurance Services Office, Inc.,2012 Page 1 of 1 DATE(MMMONYYY) AC�� AC� CERTIFICATE OF LIABILITY INSURANCE 10/121`2020 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 CONTACT Blanca De La Hoz i NAME: Danmar Insurance Services Inc. PHONE (951)509 0509 (961)609-Obib AIC No Ext: AIC No License#OD36873 E-MAIL blancad@danmedns.com ADDRESS: 9899 Indiana Avenue,Ste 101 INSURERS)AFFORDING COVERAGE NAIC A Riverside CA 92603 INSURERA: Evanston Insurance Company INSURED INSURER B StarStone National Insurance Co 25496 J&A Eng In eering Corporation,DBA:J&A Fence INSURER C: 824 N.Todd Ave INSURER D INSURER E: Azusa CA 91702 INSURER F COVERAGES CERTIFICATE NUMBER: CL2091409264 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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, LTR TYPE OF INSURANCE IN SO WV POLICYNUMBER MMIDOIYYYY OLEVYFF MMIDDIYYYY LIMITS x COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE ®OCCUR PREMISES F.occunence $ 100,000 MED EXP(Any oneperson) g 5,000 A Y 3AA370121 11/20/2019 11/2012020 PERSONAL&ADV INJURY g 2,000,000 GEN'LAGGREGATE UMITAPPLIES PER: GENERAL AGGREGATE g 2.000,000 X Jg� LOC PRODUCTS-COMPIOPAGG $ 2,000,000 POLICY El OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per Person) S OWNED SCHEDULED BODILY INJURY(Par accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per ecclderd S x UMBRELLA LIAR x OCCUR EACH OCCURRENCE $ 4,000,000 B EXCESSLIAB CLAIMSMADE 72169PI95ALI 11120/2019 11120/2020 AGGREGATE S 4,000,000 DED RETENTION S 0 S WORI(ERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Job-site:Newland House Museum As required by written contract,City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers per Blanket additional Insured endorsement on the General Liability per MEGL 0009-01 09 18.General Liability coverage is primary and non-contributory per CG2001 0413.30 day notice on behalf of the certificate holder per CG0224 1093. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St. AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 q „,(vr��>> f ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 25(201W03) The ACORD name and logo are registered marks of ACORD I POLICY NUMBER: 3AA370121 COMMERCIAL GENERAL LIABILITY CG02241093 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 30 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium,the number of days required for notice of cancellation, as provided in paragraph 2.of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 2410 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 0 i COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 3AA370121 j MIS f EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Additional Premium: $ Incl (Check box if fully earned®) Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms. A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are required by valid written contract or agreement to provide such coverage, but only with respect to "bodily injury", "property damage" (including "bodily injury" and "property damage" included in the "products-completed operations hazard"), and "personal and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy. However 1. The insurance afforded to such additional insured only applies to the extent permitted by law;and 2. The insurance afforded to such additional insured will not be broader than that which you are required by the valid written contract or agreement to provide for such additional insured. Our agreement to accept an additional insured provision in a valid written contract or agreement is not an acceptance of any other provisions of such contract or agreement or the contract or agreement in total. When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured, No coverage applies to such additional insured for injury or damage of any type to any "employee" of the Named Insured or to any obligation of the additional insured to indemnify another because of damages arising out of such injury or damage. B. With respect to the insurance afforded to these additional insured, the following is added to limits of insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the valid written contract or agreement; or 2. Available under the applicable limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable limits of insurance shown in the Declarations. All other terms and conditions remain unchanged. i i MEGL 0009-01 09 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. I