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HomeMy WebLinkAboutHabitat West Inc; 2024-12-18; PSA25-3644TRANPSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR CHANNEL MAINTENANCE & ENVIRONMENTAL CONSULTING SERVICES FOR THE BUENA VISTA CREEK CHANNEL MAINTENANCE DISTRICT SERVICES HABITAT WEST, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Habitat West, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in creek channel maintenance and biological monitoring. B. Contractor has the necessary experience in providing professional services and advice related to creek channel maintenance and biological monitoring. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-four thousand five hundred dollars ($44,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F 18th December PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 2 6. PUBLIC WORKS 6.1 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 constitute “public works” under California Labor Code section 1720 et seq. and 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. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7. 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, 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 Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 3 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. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City 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. 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 Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 4 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 City incurs or makes to or on behalf of an injured employee under the City’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. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 5 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 6 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Jason Evans Name Gigi Hurst Title Associate Engineer Title President Department Public Works Address 2067 Wineridge Place, Suite B City of Carlsbad Escondido, CA 92029 Address 1635 Faraday Ave Phone No. (760) 735-9378 Carlsbad, CA 92008 Email ghurst@habitatwest.com Phone No. 442-235-0348 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. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 7 Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. 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. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 8 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28. 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. 29. 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 Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 9 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California HABITAT WEST, INC., a California corporation By: By: (sign here) PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager Georgia Leslie Hurst, President and Chief Financial Officer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, 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, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F GEORGIA HURST PSA25-3644TRAN City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F Habitat West, Inc. 2067 Wineridge Place, Suite B, Escondido, CA 92029 (760) 735-9378 Fax (760) 735-9351 www.HabitatWest.com Contractor's License C-27 #672030 November 6th, 2024 Jason Evans, P.E., Q.S.D./P Associate Engineer City of Carlsbad Public Works – Transportation Engineering 1635 Faraday Carlsbad, California 92008 Jason.evans@carlsbadca.gov Subject: Proposal to Provide Channel Maintenance and Environmental Consulting Services for the Buena Vista Creek Channel Maintenance District Project Dear Mr. Evans: Habitat West is pleased to submit this proposal to provide channel maintenance and environmental consulting services in support of the Buena Vista Creek Channel Maintenance District Project (project) in the City of Carlsbad (City), San Diego County, California. The project occurs within an approximately 11.2-acre area of Buena Vista Creek between the Jefferson Street and South Vista Way bridges. Habitat West proposes to perform the final channel maintenance event and associated biological resources monitoring and reporting of a 5-year maintenance schedule that began in 2020. The prior work was performed under a separate contract between LSA and the City. The Habitat West Team, including teaming partner LSA, proposes to perform the following scope of work in support of the subject project. SCOPE OF WORK Task 1: Channel Maintenance Habitat West will perform one channel maintenance event that will include trimming of vegetation within the two Year 5 maintenance areas shown on the attached proposed impacts figure, removal/treatment of non-native vegetation from the entire 11.2-acre channel, and removal of trash from the entire 11.2-acre channel. Immediately before commencement of work, LSA will perform a sweep of the maintenance areas in search of wildlife. Per the California Department of Fish and Wildlife (CDFW) Streambed Alteration Agreement No. 1600-2013-0135-R5, if any non-special-status wildlife is encountered in the maintenance areas, the wildlife shall be allowed to leave the area on its own, or it may be physically relocated by the biologist out of harm’s way to the nearest undisturbed area with suitable habitat within the 11.2-acre project area. If special-status wildlife is encountered in the maintenance areas, then LSA will identify the species’ conservation status and determine if wildlife agency (CDFW or U.S. Fish and Wildlife Service [USFWS]) involvement is necessary prior to its physical relocation by the biologist outside of the maintenance area. Following the wildlife sweep, LSA will conduct a brief environmental training with Habitat West workers to discuss wildlife and water quality concerns, relevant regulatory permit PSA25-3644TRAN Exhibit "A" Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F Habitat West, Inc. 2067 Wineridge Place, Suite B, Escondido, CA 92029 (760) 735-9378 Fax (760) 735-9351 www.HabitatWest.com Contractor's License C-27 #672030 conditions, and target native and non-native plant species to be trimmed and/or treated with herbicides. After the environmental training is complete, Habitat West will perform the maintenance event by trimming all non-tree vegetation within the Year 5 maintenance areas along the northern half of the channel down to the ground or water level (if the ground is submerged in water) using hand tools (e.g., hand shears, loppers, machetes, chainsaws, string trimmers with blades, and/or hedge trimmers). The vegetation within these areas consists mostly of freshwater marsh vegetation dominated by the native plant species cattail (Typha sp.). No native trees will be removed. Only those branches in the lower 6 feet of any native tree and less than 2 inches in diameter may be pruned to accommodate project activities. Cut vegetation will be carried out manually via existing access paths on the north side of the channel and placed on the flat terrace. Cut vegetation may be allowed to dry to reduce the weight and cost of disposal. Habitat West will also remove non-native vegetation and trash from the entire 11.2-acre channel. Although non-native vegetation and trash were treated/removed during the last maintenance event performed in October 2024 under a separate contract, Habitat West will inspect previously treated areas and address non-native vegetation as needed. Habitat West has been allowed to use chemical herbicides on the project during previous maintenance events. LSA will prepare and submit a pesticide application request to the City for authorization to use chemical herbicide during the proposed maintenance event. If trash is present within the channel, it will be placed in a separate container to allow for documentation of the type of trash and weight. The cut vegetation will be taken to a landfill that accepts green waste. Budget for this task assumes an event duration of 10 days and includes dump fees. Task 2: Biological Resources Monitoring and Reporting An LSA biological monitor will be on site daily to provide periodic environmental monitoring during maintenance activities. Monitoring will consist of orientation of the crew and oversight during the maintenance activity initiation on the first day. Then the biological monitor will visit the site each subsequent day of the maintenance event to inspect the progress; supervise to direct that crews work within the permitted maintenance areas; provide general guidance, as necessary; and take photographs of activities. LSA will complete a Daily Observation Report (DOR) for each day of monitoring. LSA will submit digital copies of DORs to the City within 5 days of completion of the monitoring event and will include them in appendices of the annual report submitted to the City and CDFW. In accordance with the Mitigation Monitoring and Reporting Program (MMRP) and regulatory permit conditions for the project, LSA will prepare a Year 5 annual report summarizing vegetation maintenance activities, environmental compliance monitoring, exotic vegetation removal work, and any other relevant issues for the year. The annual report will include site photographs, graphic exhibits depicting the maintenance areas, and all DORs for the year. LSA will submit the report to the City for review. After incorporation of City edits/addressing City comments, LSA will finalize the report and submit a digital copy to the CDFW. LSA will copy the City on the email submittal. PSA25-3644TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F Habitat West, Inc. 2067 Wineridge Place, Suite B, Escondido, CA 92029 (760) 735-9378 Fax (760) 735-9351 www.HabitatWest.com Contractor's License C-27 #672030 If any listed species or species of special concern are observed during the channel maintenance event, LSA will report these observations to the CDFW’s California Natural Diversity Data Base (CNDDB) within 10 days of the sighting. LSA will report any homeless encampments to the City at any time they are observed. LSA will provide aerial photograph-based graphic exhibits depicting the approximate locations of the camps. Schedule The Habitat West Team will commence work on the project upon receipt of authorization to proceed. The Habitat West Team has tentatively scheduled the maintenance event for early December 2024, to allow the City time to process this proposal. The optimal maintenance event start date will depend on weather forecasts. The Habitat West Team will submit the maintenance event date to the City for approval. Estimated Budget Habitat West proposes to conduct the services described above on a time-and-materials basis for $44,500 in accordance with the following table. Habitat West will not exceed this amount without your prior authorization. Table A: Budget Tasks Budget Task 1: Channel Maintenance $35,500 Task 2: Biological Resources Monitoring and Reporting $9,000 Total $44,500 Gigi Hurst President / CEO Habitat West, Inc. Cell 619-520-4969 www.HabitatWest.com PSA25-3644TRAN Exhibit "A" (Cont.) Docusign Envelope ID: 6EFE7557-00A8-45EE-92C1-910E113C392F HABIWES-01 JJAIMES ACORD· CERTIFICATE OF.;;:tlAB:ILITY INSURANCE I DATE (MMIDD/YYYY) ~-11/22/2024 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 BYTHEPOLICIES 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 t~e policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder ln lieu of such endorsement(s). PRODUCER S2kl!~cr Sta,,v Manning World Insurance Associates, LLC rt8,N:o, Ext): (559) 650-35'.:\-~ 2792 I FA)( 1835 N. Fine Ave (AIC, No): Fresno, CA 93727 Kt1.f~~cc-stacymanningt@worldinsurance.com INSURE RISI AFFORDING COVERAGE NAIC # INSURER A : XL Insurance America Inc. 24554 INSURED INSURER e: Greenwich Insurance Comoanv 22322 Habitat West, Inc. INSURER c: California State Compensation Insurance Fund 35076 2067 Winerldge Place, Suite B 1NsURER D: XL Soeclaltv Insurance Comoanv 37885 ,. Escondido, CA 92029-1931 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· n us lS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR HIE 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 TH£ 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 INSURANCE ~.\>P~ SUBR Pot.ICY NUMBER POLICY EFF POLICY EXP LIMITS LTR I WHn A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS-MADE CK] OCCUR ~~~tl9,RENTED 100,000 X NPC100539503 11/23/2024 11/23/2025 $ -X $1,000 PD OED MED EXP {Anv one nerson) $ 5,000 -1,000,000 PERSONAi. & ADV INJURY $ - MGEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $. 2,000,000 POIJCY □ r le?+ □ wc PRODUCTS · COMP/OP AGG $ 2,000,000 OTHER: $ B ,; .,, COMBINED SINGLE UMff 1,000,000 AUTOMOBILE LIABILITY ,c~ -~-:..1 '"'' s >--X ANY AUTO NBA 100539303 "' 11 /231:21124 11/23/2025 BODILY JNJt~P Y {Per r:ie'ion\ s >--OWNED -SCHEDULED >--AUTOS ONLY -AUTOS ~ .... -". BODILYINJURY(Pera«ideno) $ HIRED NON-OWNED rr~?!'tc~d1~,~AMAGE s >--AUTOS ONLY -AUTOS ONLY $ B X UMBRELLA UAB ~ OCCUR EACH OCCURRENCE $ 2,000,000 t---NEC7000276-00 11/23/2024 11/23/2025 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s OED I I RETENTION$ Over GL & Auto $ C WORKERS COMPENSATION XI H!nrrE I I gJII-AND EMPLOYERS' LIABILITY YIN 912852624 4/1/2024 4/1/2025 1,000,000 /\NY PROPRIETOR/PARTNER/F.XEClITTVE □ X E.L. EACH ACCIDENT $ PiFFICERIM~M~~R EXCLUDED? NIA 1,000,000 Mandatory n l E.l . DISEASE . EA EMPLOYEE $ ~~~t~f;;~~ o#~PERATIONS bebw E.L DISEASE -POUCY UMff $ 1,000,000 D Inland Marine NIM100539403 11/23/2024 11/23/2025 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additlonal Remar1<1 Schedule, may be attached If moN1 apace ls required) RE: All landscape operations performed by or on behalf of the named insured (See attached CG20101219 & XIL4360623 & WC WAIVER) City of Carlsbad are named as additional insured; CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANClLLED BEFORE City of Carlsbad/CMWD c/o EXIGIS Insurance ,HE EXPl~,~'noN DATE THEREOF, tll')TICE . \/',Ill .. BE DELIVERED IN ACCORDANCE WITH r HE POLICY PROVISIONS. Compliance Services P.O. Box 947 Murrieta, CA 92564 AUTHORIZED REPRESENTATIVE I ~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ~ORD ,. C. With respect to the insurance afforded to these additional insureds,· the following is added to Section !II -Lim_its Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20101219 END_<?RSEMENT # This endorsement, effective 12:01 a.m., forms part of Policy No. NPC 100539503 issued to Habitat West, Inc. by XL Insurance America, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XL PLUS ENDORSEMENT This-endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read this endorsement carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force -Bodily Injury or Property Damage B. Damage To Premises Rented To You Extension • Perils of fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage • Limit increased to $300,000 C. Aircraft Chartered with Crew D. Non-Owned Watercraft E. Personal and Advertising Injury -Assumed by Insured Contract F. Increased Supplementary Payments • Cost for bail bonds increased to $5,000 • Loss of earnings increased to $1,000 per day G. Resulting Damage to Your Work or Your Product H. Broadened Named Insured I. In Rem J. Additional Insured -Automatic Status When Required in Written Contract or Agreement K. Blanket Additional Insured -Managers or Lessors of Premises L. Blanket Additional Insured -Lessor of Leased Equipment M. Blanket Additional Insured -Controlling Interest XIL 4360623 © 2023 X.l. America, Inc. All Rights Reserved. Page 1 of 14 May not be copied without pen:nission. Includes copyrighted material of Insurance Services Offi~es, Inc., with its permission. N. Blanket Additional Insured -Mortgagee, Assignee or Receiver 0. Blanket Additional Insured -State or Governmental Agency P. Blanket Additional Insured -Vendors Q. Blanket Additional Insured -Grantor of Franchise R. Primary Insurance Clause Endorsement S. Injury to Co-Employees and Co-Volunteer Workers T. Knowledge and Notice of Occurrence or Offense U. Unintentional Omission V. Unintentional Failure to Notify or Report W. Liberalization X. Blanket Waiver of Subrogation Y. Extension of Coverage -Bodily Injury Z. Coverage Territory XIL436 0623 © 2023 X.L. America, Inc. All Rights Reserved. . Page 2 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. A. REASONABLE FORCE -BODILY INJURY OR PROPERTY DAMAGE 1. Exclusion a. Expected Or Intended Injury of Paragraph 2., Exclusions of COVERAGE A. - BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION 1-COVERAGES is deleted in its entirety and replaced by the following: This insurance does not apply to: Expected Or Intended Injury Or Damage a. "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 8. DAMAGE TO PREMISES RENTED TO YOU EXTENSION .. 1. The last Paragraph of 2. Exclusions of COVERAGE A.-BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I -COVERAGES is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damages to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, lightning, explosion, smoke, aircraft or vehicles, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. A separate limit of insurance applies to this coverage as described in SECTION 111-LIMITS OF INSURANCE. 2. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. 3. Paragraph 6. of SECTION 111-LIMITS OF INSURANCE is deleted in its entirety and replaced by the following: XIL 436 0623 6.a. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because-of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire, explosion, lightning, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from fire, explosion, lightning, smoke, aircraft or vehicle or riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage or any combination of any of these. • b. The Damage to Premises Rented to You Limit will be the higher of: (1) $300,000; or (2) The amount shown on the Declarations for Damage to Premises Rented to You Limit. © 2023 X.L. America, Inc. All Rights Reserved. Page 3 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. 4. Paragraph 9.a. of the definition of "insured contract" under SECTION V -DEFINITIONS, is deleted in its entirety and replaced by the following: "Insured contract" means: a. A contract for-.a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, aircraft or vehicle, riot or civil commotion, vandalism, leakage from fire extinguishing equipment or water damage to premises while rented to you, or temporarily occupied by you with the permission of the owner is not an "insured contract". 5. This Article B. does not apply if coverage for Damage to Premises Rented to You of COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I -COVERAGES is excluded by endorsement. C. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions contained in exclusion g., Aircraft, Auto Or Watercraft in Paragraph 2., Exclusions of COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY SECTION -COVERAGES: This exclusion.does not apply to: Aircraft chartered with crew to any insured. 2. This Article C. does not apply if the chartered aircraft is owned by any insured. 3. The insurance provided by this Article C. shall be excess over any valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. D. NON-OWNED WATERCRAFT 1. The exception contained in Subparagraph (2) of exclusion g. Aircraft. Auto Or Watercraft in Paragraph 2., Exclusions of COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I -COVERAGES is deleted in its entirety and replaced by the following: (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry persons or property for a charge; 2. This Article D. applies to any person who, with your expressed or implied consent, either uses or is responsible for the use of the watercraft. 3. This insurance provided by this Article D. shall be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. Page 4 of 14 May not be copied without permission. Includes copyrightetl material of Insurance Services Offices, Inc., with its permission. \. E. PERSONAL AND ADVERTISING INJURY -ASSUMED BY INSURED CONTRACT 1. Exclusion e. Contractual Liability in Paragraph 2., Exclusions of COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY of SECTION 1-COVERAGES is deleted in its entirety and replaced by the following: This insurance does not apply to: e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a written contract or agreement that is an "insured contract"; provided the "personal and advertising injury" is caused by an offense which occurs subsequent to the execution of the contract or agreement. 2. Subparagraph f. of the definition of "insured contract" SECTION V -DEFINITIONS is deleted in its entirety and replaced by the following: f. That part of any other contract or agreement pertaining to your business, including an indemnification of a municipality in connection for work performed for a municipality, under which you assume the tort liability of anther party to pay for "bodily injury", "property damage" or "personal and advertising injury" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. 3. This Article E. does not apply if Coverage B. Personal And Ad'.1ertising Injury Liability is excluded by endorsement. • F. INCREASED SUPPLEMENTARY PAYMENTS Subparagraphs 1. b. and d. of SUPPLEMENTARY PAYMENTS -COVERAGES A AND B of SECTION I - COVERAGES are amended as follows: 1. In Subparagraph b., the amount we will pay for the cost of bail bonds_ is increased up to $5,000. 2. In Subparagraph d., the amount we will pay for a loss of earnings is increased up to $1,000 a day. G. RESULTING DAMAGE TO YOUR WORK OR YOUR PRODUCT The following is added to Paragraph 1. Insuring Agreement under COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY of SECTION I -COVERAG.ES Subject to all terms and conditions of the policy but most particularly SECTION I -COVERAGES Paragraph 2. Exclusions, a. Expected Or Intended Injury, j. Damage To Property, k. Damage To Your Product and I. Damage To Your Work, "property damage'' resulting from faulty workmanship shall be deemed to be caused by an "occurrence". XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. Page 5 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. H. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Declarations is as follows: The person or organizations named in Item 1. of the Declarations and any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy. However, coverage for any such organization will cease as of the date that you • no longer maintain ownership of, or majority interest in, such organization. 2. This Article G. does not apply to any person or organization for which coverage is excluded by endorsement. I. IN REM We agree that any action 'iri rem against any vessel owned, operated by or for, or charted by or for you shall in all respects be treated in the same manner as though the action was in personam against you. J. ADDITIONAL INSURED -AUTOMATIC STATUS WHEN REQUIRED IN WRITTEN CONTRACT OR . AGREEMENT 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured any person(s) or organization(s) for whom you have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an additional insured only with respect to liability for: a. "Bodily injury" or "property damage" not included in the "products-completed operations hazard"; or b. "Personal and advertising injury"; caused by, in whole or in part, your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your operations. 2. The insurance afforded to such additional insured described in Paragraph 1. of this endorsement: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3. With respect to insurance afforded to these additional insureds, the following additional exclusion applies: XIL 436 0623 This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" due to rendering of or failure to render any professional service. This includes but is not limited to: a. Legal, accounting or advertising services; b. Preparing, approving; or failing to prepare or approve, maps, shop drawings, opinions, • reports, surveys, field orders, change orders or drawings or specifications; c. Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; d. Engineering services, including related supervisory or inspection services; © 2023 X.L. America, Inc. All Rights Reserved. Page 6 of 14 May not be copied without pennission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. : , .. e. Medical, surgical, dental, x~ray oniursing seFVices treatment, advice.or instruction; f. Any health or therapeutic service treatment, advice or instruction; g. Any service, treatment, advice or instruction for the purpose of appearanc·e or skin enhancement, hair removal or replacement, or personal grooming or therapy; h. Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; i. Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; j. Body piercing services; k, Services in the practice of pharmacy; I. Law enforcement or firefighting services; and m. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others l'~• that -insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional service. 4. With respect to the insurance afforded to these additional insureds, the following is added to SECTION 111-LlMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: a, Required by the contract or agreement described in Paragraph 1.; or b. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. K. BLANKET ADDITIONAL INSURED -MANAGERS OR LESSORS OF PREMISES 1. SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization with whom you have agreed in a written contract executed prior to loss (an "additional insured"), but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you, subject to the following provisions: XIL 436 0623 a. Limits of lnsuran·ce. The Limits of Insurance 3.iiorded to the "additional insu~ed'•-shall be the limits you agreed to provide, or the limits shown on the'·!ueclarations, whichever is less. b. The insurance afforded to the "additional insured" does not apply to: I (1) Any "occurrence" that takes place after you cease to be a tenant in that premises; (2) Any premises for which coverage is excluded by endorsement; or © 2023 X.L. America, Inc. All Rights Reserved. Page 7 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. (3) Structural alterations, new construction or demolition operations performed by or on behalf of such "additional insured". 2. The insurance afforded to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. L. BLANKET ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT ,,,·. 1. SECTION II -WHO IS AN. iNSURED is amended to include an "additional insured" (as defined in Article H. above), but only with respect to their liability arising out of maintenance, operation or use by you of equipment leased to you by such "additional insured", subject to the following provisions: a. Limits of Insurance. The Limits of Insurance afforded to the "additional insured" shall be the limits which you agreed to provide, or the limits shown on the Declarations, whichever is less. b. The insurance afforded to the "additional insured" does not apply to: (1) Any "occurrence" that takes place after the equipment lease expires; or (2) "Bodily injury" or "property damage" arising out of the sole negligence of such additional insured. 2. The insurance provided to the "additional insured" is excess over any valid and collectible insurance available to such "additional insured", unless you have a written contract for this insurance to apply on a primary or contributory basis. M. BLANKET ADDITIONAL INSURED -CONTROLLING INTEREST 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability arising out of: a. Their finar.dal control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. However: c. The insurance afforded to such additional insured only applies to the extent permitted by law; and d. If coverage provided to the additional insured is required by a.contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 3. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: XIL 436 0623 If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or • © 2023. X.L. America, Inc. All Rights Reserved. May riot be copied without permission. Page 8 of 14 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. b. Available under the applicable limits "of insurance; whichever is less. This endorsement shall not increase the applicable liqJits of insurance. N. BLANKET ADDITIONAL INSURED -MORTGAGEE, ASSIGNEE OR RECEIVER 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of-the premises by you ahd shown in the Schedule. However: a. The insurance afforded to such additional insured only ~pplies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will no~ be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. This insurance does not apply to structural alterations,' new construction and demolition operations performed by or for that person or organization. 3. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amourt of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. 0. BLANKET ADDITIONAL INSURED-STATE OR GOVERNMENTAL AGENCY 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision, subject to the following additional provision: XIL 436 0623 This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or b. The construction, erection or removal of elev;;tors; or c. The ownership, maintenance or use of any elevators covered by this insurance. © 2023 X.L. America, Inc. All Rights Reserved. Page 9 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. :.i However: d. The insurance afforded to such additional insured only applies to the extent permitted by law; and • e. If coverage provided to the additional insured is required by a contract or agreement, the ~ • insurance afforded ·to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURED: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance; whichever is less. This endorsement s/,all not increase the applicable limits of insurance. P. BLANKET ADDITIONAL INSURED -VENDORS 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor), but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Schedule of this endorsement which are distributed or sold in the regular course of the vendor's business. How~ver: a. The insurance afforded to such vendor only applies to the extent permitted by law; and b. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: XIL 436 0623 a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the mc!1ufacturer, and then repackaged in the original container; n © 2023 X.L. America, Inc. All Rights Reserved. Page 10 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. (5) Any failure to make such in-spi:i'ctions, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 3. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: ' a. The exceptions contained in Subparagraphs (4) or (6); or b. Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. • 4. With respect to the insurance afforded to these vendors, the following is added to SECTION Ill - LIMITS OF INSURANCE: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance; whichever is less.· This endorsement shall not increase the applicable limits of insurance. Q. BLANKET ADDITIONAL INSURED -GRANTOR OF FRANCHISE 1. SECTION II -WHO IS AN INSURED is amended to include as an additional insured ANY person(s) or organization(s), but only with respect to their liability as grar;itor of a franchise to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to SECTION Ill -LIMITS OF INSURANCE: XIL 436 0623 © 2023 X.L. America, Inc. All Rights1Reserved. Page 11 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. If co·✓erage provided to the c1dditional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance; whichever is less. • This endorsement shall not increase the applicable limits of insurance. R. PRIMARY INSURANCE CLAUSE ENDORSEMENT It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, if so required by written contract. S. INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS 1. SECTION II -WHO IS AN INSURED is amended to include your "employees" as insureds solely with respect to "bodily injury" to a co-"employee" in the course of the co-"employee's" employment by you, or to your "volunteer workers" while performing duties related to the conduct of your business, provided that this coverage for your "employees" does not apply to acts outside the scope of their employment by you or while performing duties unrelated to the conduct of your business. 2. SECTION II -WHO IS AN INSURED is amended to include your "volunteer workers" as insureds with respect to "bodily injury" to a co-"volunteerworker" while performing duties related to the conduct of your business, or to your "employees" employment by you, provided that this coverage for your "volunteer workers" does not apply while performing duties unrelated to the conduct of your business. T. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE u. 1. The following is added to Paragraph 2., Duties In The Event Of Occurrence, Offense, Claim Or Suit of the SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: Notice of an "occurrence" or of an offense which may result in a claim under this insurance shall be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to any insured listed under Paragraph 1. of SECTION II -WHO IS AN INSURED or any "employee" (such as insurance, loss control, risk manager or administrator) designated by you to give such notice. Knowledge of any other "employee(s)" of an "occurrence" or of an offense does not imply that you also have such knowledge. Notice shall be deemed prompt if given in good faith as soon as practicable to your workers compensation insurer. This applies only if you subsequently give notice to us as soon as practicable after any insured listed under Paragraph 1. of SECTION II -WHO IS AN INSURED or an "employee" (such as an insurance, loss control, or risk manager or administrator) designated by you to give such notice discovers t~13t the "occurrence", offense or claim may involve this policy. UNINTENTl6NAL OMISSION 1. The following is added to Paragraph 6., Representations, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: . The unintentional omission of, or unintentional error in, any information provided by you shall not prejudice your rights under this insurance. However, this Article L. does not affect our right to collect XIL436 0623 © 2023 X.L. America, Inc. All Rights Reserved. Page 12 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. additional premium or to exercise our right of cancellation or nonrenewal in accordance with applicable state insurance laws or regulations. V. UNINTENTIAL FAILURE TO NOTIFY OR REPORT ENDORSEMENT 1. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, 2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit is amended to add the following: In the event that an insured reports an injury to its Workers Compensation carrier or handles the injury as a qualified workers compensation self-insurer, and you do not notify us of such injury or the accident out of which such injury arose, and this injury or accident later develops into a claim covered by this policy, the unintentional failure by you to report such injury or accident to us as soon as practicable as an "occurrence" which may result in a claim, shall not be deemed a violation of this condition. You must, however, give us written notice as soon as possible after becoming aware that the injury or accident could develop into a liability claim. W. LIBERALIZATION 1. The following is added to SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization After the issuance of this policy, if we adopt a change in our forms or rules which would broaden the coverage provided by any form that is a part of this policy without a premium charge, the broader coverage will apply to this policy. This extension is effective upon the approval of such broader coverage in your state. X. BLANKET WAIVER-OF SUBROGATION 1. The following is added to SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: Waiver of Subrogation We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of premises owned or occupied or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract, execute~ .by you prior to loss. Y. EXTENSION OF COVERAGE-BODILY INJURY The definition of "bodily injury" in SECTION V -DEFINITIONS, Item 3. is deleted in its entirety and replaced by the following: 3. "Bodily injury" means bodily injury, sickness, or disease sustained by a person. This includes mental anguish, mental injury, shock, fright, or death r~sulting from the bodily injury. Z. COVERAGE TERRITORY The definition of "coverage territory" SECTION V -DEFINITIONS, Item 4. is deleted in its entirety and replaced by the following: 4. "Coverage territory" means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. XIL 436 0623 © 2023 X.L. America, Inc. All Rights Reserved. Page 13 of 14 May not be copied without permission. Includes copyrighted material of Insurance Services Offices, Inc., with its permission. This insurance does not apply to: a. "bodily injury" or "property damage"; or b. "personal and advertising injury" that takes place or is caused by an offense committed outside the United States of America (including its possessions and territories), Canada and Puerto Rico, unless a "suit" on the merits (to determine the insured's responsibility to pay damages to which this insurance applies) is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico. This insurance does not apply to damage, loss, cost or expenses in connection with any "suit" brought outside the United States of America (including its possessions and territories), Canada or Puerto Rico. All other terms and conditions of this policy remain unchanged . • XIL 436 0623 © 2023 X. L America, Inc. All Rights Reserved. Page 14 of 14 May not be copied without pem,ission. Includes copyrighted material of Insurance Services Offices, Inc., with its pem,ission. STATE ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY COMPENSATION INSURANCE FUNO HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DA TES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME EFFECTIVE APRIL 1, 2024 AT 12.01 A.M. AND EXPIRING APRIL 1, 2025 AT 12.01 A.M. HABITAT WEST, INC. 2067 WlNERIDGE PL STE B ESCONDIDO, CA 92029 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 AGRE~MENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00¼ OF THE TOTAL POLICY PREMIUM. ,SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION REP 04 9128526-24 RENEWAL , NE 4-07-23-03 PAGE 1 OF NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VAAY, AL TEA, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~1{/2?/ AUTHORIZED REPRE;E~E 2572 March 29 2024 PRESIDENT AND CEO SCIF FORM 10217 lREV.7-20141 OLD DP 217 1·