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HomeMy WebLinkAboutSPARLING INSTRUMENTS LLC; 2024-11-27; PSA25-3580UTILPSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 1 AGREEMENT FOR ANNUAL FIELD CALIBRATION SERVICES SPARLING INSTRUMENTS, LLC THIS AGREEMENT is made and entered into as of the _____________________ day of _________________________________, 2024, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, ("CMWD"), and Sparling Instruments, LLC, a limited liability company ("Contractor”). RECITALS CMWD requires the professional services of a consultant that is experienced in mag meter calibrations. Contractor has the necessary experience in providing these professional services, has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of sixty (60) days from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed four thousand two hundred seventy-four dollars and eighty cents ($4,274.80). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E November 27th PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 2 Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 5. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the results to be accomplished. 7. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 3 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under the CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 8. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD’s execution of this Agreement. 9. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Ray Martinez Name Patti Spigarelli Title Utilities Supervisor Title Project Manager Carlsbad Municipal Water District Address 4097 N. Temple City Blvd. Address 5950 El Camino Real El Monte, CA 91731 Carlsbad, CA 92008 Phone 626-899-4579 Phone 760-802-8097 E-mail pspigarelli@sparlinginstruments.com Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 4 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 10. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 11. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 12. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced- clean-fleets. 13. TERMINATION CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 5 14. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 15. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of CMWD. 17. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 18. AMENDMENTS This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 19. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 20. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 6 CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad SPARLING INSTRUMENTS, LLC, a limited liability company By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Yosufi Tyebkhan, Managing Member (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Deputy Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: _____________________________ Assistant General Counsel Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E .:'.J~ R... ~ ~ PSA25-3580UTIL General Counsel Approved Version 5/22/2024 Page 7 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor’s technician to connect their testing/calibration device to each of the 14 mag meters to perform the annual field testing and calibration of each mag meter. Contractor to provide a field calibration certification document for each of the 14 mag meters. QUANTITY DESCRIPTION EACH EXTENDED AMOUNT 16.00 FIELD SERVICE LABOR $235.00 $3,760.00 440.00 FIELD SERVICE MILEAGE $0.67 $294.80 1.00 FIELD SERVICE PER DIEM $220.00 $220.00 METER NO. LOCATION M07890 CWRF, AVENIDA ENCINAS RECLAIM M09252 CALAVERA RECLAIM M09266 “D” PUMP STATION RECLAIM M09593 BRESSI POTABLE M09594 BRESSI RECLAIM M13432 MAERKLE CONTROL M16450 MAERKLE PUMP STATION M17572 LAKE OUTFLOW M17916 MAERKLE HYDRO M19029 CALAVERA POTABLE M21103 D3 EFFLUENT M21564 D3 EFFLUENT M22162 MAERKLE #3 UPPER STATION M27103 MAERKLE TANK OVERFLOW * TOTAL (NOT-TO-EXCEED) *$4,274.80 *Includes taxes, fees, expenses and all other costs. CMWD to provide access to each site. Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/29/2023 License # 0M63276 (951) 368-0700 (951) 368-0707 25682 Sparling Instruments, LLC 4097 N. Temple City Blvd. El Monte, CA 91731 25674 A 1,000,000 X 6305X061497 1/1/2024 1/1/2025 300,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000B X BA5X0617502414G 1/1/2024 1/1/2025 2,000,000B CUP5X0619102414 1/1/2024 1/1/2025 2,000,000 RE: All Projects The City of Carlsbad is named as Additional Insured with regard to the General Liability and Auto Liability per attached policy forms. 30 days notice of cancellation, 10 days for non-payment. Policy forms to follow. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 SPARINS-01 ASHUNN Gallant Risk and Insurance Services, LLC 4160 Temescal Canyon Rd. Suite 214 Corona, CA 92883 The Travelers Indemnity Company of Connecticut Travelers Property Casualty Company of America X X X X X X Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E ACORD" I ~ AJUti,e.--siuut,n,, Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE FULL V. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 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 this 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 coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured -Unnamed Subsidiaries B. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury To Co-Employees And Co-Volunteer Workers C. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies D. Blanket Additional Insured -Broad Form Vendors E. Blanket Additional Insured -Controlling Interest F. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers G. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises PROVISIONS A. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury'' or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: H. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Operations I. Blanket Additional Insured -Grantors Of Franchises J. Incidental Medical Malpractice K. Medical Payments -Increased Limit L. Blanket Waiver Of Subrogation M. Contractual Liability-Railroads a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. CG D4 58 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODILY INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury'' to your other "volunteer workers" while performing duties related to the conduct of your business. C. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II -WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, 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: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; 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. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. D. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 58 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, 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 on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization . 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. F. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury'' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury'' or "property damage" that occurs, or any "personal and advertising injury'' caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury'', "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has CG D4 58 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. H BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a perm it or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury'', "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury'' or "property damage" included in the "products-completed operations hazard". I. BLANKET ADDITIONAL INSURED GRANTORS OF FRANCHISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that grants a franchise to you is an insured, but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising injury" arising out of your operations in the franchise granted by that person or organization . If a written contract or agreement exists between you and such additional insured, the limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupation al therapy assistant, physical therapist or speech- language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury'' or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 58 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II -Who Is An Insured. K. MEDICAL PAYMENTS -INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: COMMERCIAL GENERAL LIABILITY a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. M. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or I icense agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. CG D4 58 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 11/04/2024 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 Sparling Instruments LLC 4097 Temple City Blvd El Monte CA 91731 Technology Insurance Company, Inc.42376 3935045 A Y Y TWC4500995 09/25/2024 09/25/2025 1,000,000 1,000,000 1,000,000 This certificate has a blanket Waiver of Subrogation for the following state(s) :CA City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta CA 92564 Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I XI I I □ I Enclosed is a Policy Change Endorsement for Policy Number: TWC4500995 For questions, please contact our Underwriting Office at: 877-528-7878. 10/28/2024 Technology Insurance Company, Inc. 800 Superior Avenue East, 21st Floor Cleveland, OH 44114 Policy Change Endorsement Sparling Instruments LLC 4097 Temple City Blvd El Monte, CA 91731 ADP Insurance Services (NJ) 1 ADP Blvd., M/S 625 Roseland, NJ. 07068 Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E Am Trust North America An AmTrust Financial Company WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 89 06 00 B POLICY INFORMATION PAGE ENDORSEMENT Insured:Sparling Instruments LLC Policy No:TWC4500995 Policy Period:9/25/2024 to 9/25/2025 Endorsement No: 3 Carrier Name:Technology Insurance Company, Inc. Endmt Effective: 9/25/2024 Authorized Rep: The following item(s) Insured’s Name (WC 89 06 01) Item 3.B. Limits (WC 89 06 12) Policy Number (WC 89 06 02) Item 3.C. States (WC 89 06 13) Effective Date (WC 89 06 03) Item 3.D. Endorsement Numbers (WC 89 06 14) Expiration Date (WC 89 06 04) Item 4.* Class, Rate, Other (WC 89 04 15) Insured’s Mailing Address (WC 89 06 05) Interim Adjustment of Premium (WC 89 04 16) Experience Modification (WC 89 04 06) Carrier Servicing Office (WC 89 06 17) Producer’s Name (WC 89 06 07) Interstate/Intrastate Risk ID Number (WC 89 06 18) Change in Workplace of Insured (WC 89 06 08) Carrier Number (WC 89 06 19) Insured's Legal Status (WC 89 06 10) Issuing Agency/Producer Office Address (WC 89 06 25) Item 3.A. States (WC 89 06 11) is changed to read: Blanket waiver of subrogation is added to the policy. Adding form(s): EndmtMailSheet WC890600B WC990001E_Class WC990001E_PmtSched Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E n □ □ LJ n □ □ □ LJ □ ' c:: IZ ~ ' c:: c:: c:: L TECHNOLOGY INSURANCE COMPANY, INC. [59 Maiden Lane, 43rd Floor New York, NY 10038 ] WORKERS' COMPENSATION and EMPLOYERS’ LIABILITY INSURANCE POLICY In Witness Whereof, we have caused this policy to be executed and attested. [] [] [Stephen Ungar, Secretary ][Christopher H. Foy, President ] To obtain information, please contact your agent or Technology Insurance Company, Inc. at 877-528-7878. You may also write Technology Insurance Company, Inc. Consumer Relations at: 800 Superior Avenue East, 21st Floor Cleveland, OH 44114 (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/25/2024 Policy No. TWC4500995 Endorsement No. 3 Insured Sparling Instruments LLC Premium $ 6939 Insurance Company Technology Insurance Company, Inc. WC 99 00 00 B Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E Technology Insurance Company, Inc.WC 99 00 01 E 4 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Sparling Instruments LLC Policy Number: TWC4500995 EXTENSION OF INFORMATION PAGE FOR ITEM #4 ITEM 4: SCHEDULE OF PREMIUMS Classifications # of Emps Code No. Premium Basis Total Estimated Annual Remuneration Rate Per $100 of Remun. Estimated Annual Premium California Instrument Mfg. — electronic 13 3681 287,000 1.93 5,539 CLERICAL OFFICE EMPLOYEES — N.O.C — Non–Governing Class 2 8810 120,000 0.79 948 Manual Premium 6,487 Total Manual Premium 6,487 Blanket Waiver 2% ($250 Minimum)0930 250 Total Premium Subject To Experience Modification 6,737 Experience Modification N/A 6,737 Premium Discount 0.9%0063 -61 Terrorism 3%9740 122 Catastrophe (other than Terrorism) 1%9741 41 Expense Constant 0900 100 Total CA Premium 6,939 WCARF 2.4604%9999 171 UEBTF 0.1505%9999 10 SIBTF 1.5891%9999 110 OSHAF 0.7266%9999 50 LECF 0.7109%9999 49 FRAUD 0.4122%9999 29 Total CA Cost 7,358 TOTAL ESTIMATED ANNUAL PREMIUM 6,939 STATE ASSESSMENT 419 TOTAL COST 7,358 POLICY COST BEFORE ENDORSEMENT 7,104 TOTAL ENDORSEMENT PREMIUM CHANGE 254 Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E Technology Insurance Company, Inc.WC 99 00 01 E 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY INFORMATION PAGE Insured: Sparling Instruments LLC Policy Number: TWC4500995 PAYMENT SCHEDULE Printed: 10/28/2024 Statement Closing Date Payment Due Date Description Amount Due 11/10/2024 Pay Period 1 of 12 $966.00 12/10/2024 Pay Period 2 of 12 $593.00 1/10/2025 Pay Period 3 of 12 $580.00 2/10/2025 Pay Period 4 of 12 $580.00 3/10/2025 Pay Period 5 of 12 $580.00 4/10/2025 Pay Period 6 of 12 $580.00 5/10/2025 Pay Period 7 of 12 $580.00 6/10/2025 Pay Period 8 of 12 $580.00 7/10/2025 Pay Period 9 of 12 $580.00 8/10/2025 Pay Period 10 of 12 $580.00 9/10/2025 Pay Period 11 of 12 $580.00 10/10/2025 Pay Period 12 of 12 $579.00 Total Cost $7,358.00 Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/25/2024 Policy No. TWC4500995 Endorsement No. 3 Insured Sparling Instruments LLC Premium $ 6,939 Insurance Company Technology Insurance Company, Inc. Countersigned by WC 04 03 06 (Ed. 04-84) Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E [PolicyListPayoByPayrollCo] AmTrust North America, Inc. Technology Insurance Company, Inc. 800 Superior Avenue East, 21st Floor Cleveland, OH 44114 PAYO Net Rate Schedule Payroll Company: ADP Insurance Services One ADP Blvd, MS 325 Roseland NJ 70680 Payroll Co Phone: (973)712-3500 Payroll Co Email: SBS_Insurance@adp.com Payroll Co ID#: 5 Print Date: Agency Phone: Agent ID#: Insured Contact: Insured Phone: Insured Email: 10/28/2024 (800) 524-7024 19728 Joel Buckley 6268994596 jbuckley@sparlinginstruments.com Policy Insured Fein New/Renew Effective Expiration Agent TWC4500995 Sparling Instruments LLC 262230668 New 9/25/2024 9/25/2025 ADP Insurance Services (NJ) Eff Date State Class Classification Net Rate 9/25/2024 CA 3681 Instrument Mfg. — electronic 0.021891 9/25/2024 CA 8810 CLERICAL OFFICE EMPLOYEES — N.O.C — Non–Governing Class 0.008961 Type: Description: E Blanket waiver of subrogation is added to the policy. Adding form(s): EndmtMailSheet WC890600B WC990001E_Class WC990001E_PmtSched Docusign Envelope ID: 5DED5342-2893-46C0-A2E9-223DDEEF9E4E