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HomeMy WebLinkAboutWaste Not Consulting LLC; 2025-01-23; PSA25-3647ENVPSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR PILOT PROGRAM EDIBLE FOOD RECOVERY AND BUSINESS ENGAGEMENT SERVICES WASTE NOT CONSULTING LLC THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation (“City”) and Waste Not Consulting LLC, a California limited liability company (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in Pilot Program for Edible Food Recovery and Business Engagement Services. B. Contractor has the necessary experience in providing professional services and advice related to Pilot Program for Edible Food Recovery and Business Engagement Services. C. Contractor has submitted a proposal to City under RFP25-3575ENV 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(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s) periods or parts thereof. 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 sixty thousand dollars ($60,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed sixty thousand dollars ($60,000) per Agreement year. 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: 2C07E83F-09C9-48B4-8A26-2584A258D9AB January 23rd PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 2 6. 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 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. 7. 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. 8. 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 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 3 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. 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 negligence, recklessness, or willful misconduct 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 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. 11. 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. 11.1 Coverages 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. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 4 11.1.1 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. 11.1.2 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. 11.1.3 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. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.2.4 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12. 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. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 5 13. 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. 14. 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. 15. 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. 16. 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 Avecita Jones Name Ashlee Baker Title Senior Program Manager Title Co-Founder & Director of Sustainability Department Public Works Address 5927 Priestly Dr. Ste 213 City of Carlsbad Carlsbad, CA 92008 Address 1635 Faraday Ave. Phone No. (949) 939-9937 Carlsbad, CA 92008 Email ashlee@wastenotconsulting.com Phone No. (442) 339-2542 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. /// /// /// /// Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 6 17. 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 18. 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. 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. 19. 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. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. 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 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 7 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. 22. 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. 23. 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. 24. 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. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 8 25. 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. 26. 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. 27. 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. 28. 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. 29. 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: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Waste Not Consulting, LLC, a California limited liability company By: By: (sign here) Geoff Patnoe, City Manager Ashlee Baker, Managing Member (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: 2C07E83F-09C9-48B4-8A26-2584A258D9AB PSA25-3647ENV City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE EFR/Business Engagement Front of House Services (program implementation & outreach) • Provide implementation and outreach support, targeted for commercial generator compliance with SB 1383 by increasing participation in engagement program or in EFR capacity pilot program. • Creation of metrics for tracking progress of program(s). • Monthly program administration activities, including monthly invoicing and reporting will be required. Other education and outreach, implementation and/or program development activities as needed to support current solid waste regulations. Hourly Rate Schedule Principal $175.00/hour Operations $75.00/hour Coordinators $125.00/hour Sub-Contractors $175.00/hour *Total hours based on data from the January 2023 City Hall meeting referencing (72) Tier 1 and (101) Tier 2 generators Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (M M/DD/YYYY) ~ 12/19/2024 Policy Number: ECP2032297-14 Date Entered: 12/19/2024 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 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 Df the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT The Axtell Group NAME: iA~gNJo Ext\: (310) 375-3580 I ~~.No): (310)375-3038 2550 VIA TEJON, SUITE 2D ifl~~ss: axtell@axtellgroup.com PALOS VERDES ESTATES, CA 90274 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: NAUTILUS INSURANCE COMPANY 17370 INSURED WASTE NOT CONSULTING, LLC. INSURER B: TRAVELERS INSURANCE 25674 INSURER c: STATE COMPENSATION INSURANCE FUND 35076 5927 PRIESTLY DRIVE, SUITE 213 INSURER D: KINS DALE INSURANCE COMPANY 38920 CARLSBAD, CA 92008 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE "uuL ~ug~ POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER CM M/DD/YYYYl CM M/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $3,000,000 ~ CLAIMS-MADE ~ OCCUR X X ECP2032297-14 7/1/2024 7/1/2025 UAIVIAl>t: I U ~~• 11 t:U $100,000 PREMISES (Ea occurrence) A ~ Waiver of Subrogation ECP2032297-14 7/1/2024 7/1/2025 MED EXP (Any one person) $ 5,000 Primary & Non-Contribt tor "[ PERSONAL & ADV INJURY $3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $3,000,000 ~ ~PRO-~LOC PRODUCTS -COMP/OP AGG $3,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY (Ea accidentflN(.;Lt: LIMI I $1,000,000 -X X B ANY AUTO BA002S004902 4/27/2024 4/27/2025 BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED NON-OWNED (Per a~id~~t~AMA"'t: $ AUTOS ONLY AUTOS ONLY $ D ¼ UMBRELLA LIAB P9 OCCUR X X EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE 0100203185-2 7/1/2024 7/1/2025 AGGREGATE $1,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION )(I STATUTE I I ERn-AND EMPLOYERS" LIABILITY Y/N C ANY PROPRIETOR/PARTNER/EXECUTIVE ~ N/A X 9297261-24 4/29/2024 4/29/2025 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~rs"c~fi5'fi8~ ~~'gPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 A CONTRACTORS POLLUTION X X ECP2032297-14 7/1/2024 7/1/2025 $3,000,000 A PROFESIONAL LIABILITY X X ECP2032297-14 7/1/2024 7/1/2025 $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WASTE & RECYCLING MANAGEMENT CONSULTING SERVICES 30 DAYS WRITTEN NOTICE OF CANCELLATION 10 DAYS NOTICE OF CANCELLATION FOR NON PAYME NT LISTED BELOW IS ADDITIONAL INSURED CERTIFICATE HOLDER CANCELLATION CITY OF CARLSBAD/CMWD C/0 EXIGIS INSURANCE COMPLIANCE SERVICES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O. BOX 947 ACCORDANCE WITH THE POLICY PROVISIONS. MURRIETA, CA 92564 AUTHORIZED REPRESENTATIVE 9-.. ~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION (TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US) AUTOMATIC STATUS -COVERAGE A, B & D Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP2032297-14 7/1/2024 7/1/2025 7/1/2024 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. The following is added to Paragraph 17. Subrogation of SECTION VII -CONDITIONS: We waive any right of recovery against any person(s) or organization(s) because of payments we make under COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D -CONTRACTORS POLLUTION LIABILITY under this policy. Such waiver by us applies only if: 1. The insured has agreed in writing in a contract or agreement with such person(s) or organization(s) to waive its right of recovery; and 2. The insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This waiver does not apply in any jurisdiction where such waiver is held to be illegal or against public policy or in any situation where the person(s) or organization(s) against whom subrogation is to be waived is found to be solely negligent. This endorsement does not apply to any person(s) or organization(s) designated in a SCHEDULE of person(s) or organization(s) against whom rights of recovery have been waived. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1260 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB elect to allow the settlement of the claim or suit as recommended subject to all applicable policy terms including any deductible or self-insured retention provisions. Alternatively, the first Named Insured may elect not to allow such a settlement and continue to contest the claim or suit or continue any legal proceedings in connection with such claim or suit. However, if the first Named Insured elects to not settle and continues to contest the claim or suit or continue any legal proceedings in connection with such claim or suit, then the Company's liability for the claim or suit shall not exceed the amount for which the claim or suit could have been settled plus defense costs incurred up to the date of such refusal. Such amounts are subject to the Limits of Insurance and any deductible or self-insured retention provisions of the Policy. If the First Named Insured is not involved in the claim or suit, then any consent to settle by any insured or additional insured shall not be required and the Company shall have the full and absolute right to settle any claim or suit as set forth in the Insuring Agreements above. SECTION VII -CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this policy. 2. Cancellation a. This policy may be cancelled by the first Named Insured shown in the Declarations or by Endorsement by mailing or delivering advance written notice to us stating the effective date of cancellation. b. This policy may be cancelled by us for the following reasons: (1) Non-payment of premium; (2) Material misrepresentation or fraud by you; (3) Material change in your covered operations or professional services, or the material change in the use or operation of an insured location(s) from the use contemplated in the application and/or supporting materials which results in a materially increased likelihood of frequency and/or severity of pollution condition(s) or claim(s) without prejudice to other remedies; (4) Material change in the nature of risk, as outlined in the application and submission materials on file with us; or (5) The insured's failure to comply with the terms and conditions under this policy including the failure to pay any additional premium when due, any deductible or self-insured retention amount or audit premium when due; by mailing to the first Named Insured, at the last known address, written notice of not less than ten (10) days if cancellation is for either reasons (1) or (2) above, or sixty (60) days if cancellation is for either reasons (3), (4), or (5) above. Proof of mailing of notice shall be sufficient proof of notice. The policy period will end on the effective date and hour of cancellation stated in the notice of cancellation. 3. Changes Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this policy or estop the Company from asserting any rights under the terms of this policy; nor shall the terms of this policy be waived or changed, except by Endorsement issued by the Company to form a part of this policy. 4. Choice of Law The insured and the Company agree that all matters or disputes arising hereunder, including any questions relating to the validity, interpretation, performance, and enforcement of this policy, the meaning, interpretation or operation of any term, condition, definition or provision, or the fulfillment of any party of any obligation with respect to the policy, shall be determined in accordance with the law and practices of the State of New York without giving effect to New York conflict of law principles. 5. Choice of Forum The insured and the Company agree that in the event a dispute arises under the policy relating to the validity, interpretation, performance, and enforcement of the policy, the meaning, interpretation or operation of any term, condition, definition or provision, or the fulfillment of any party of any obligation with respect to the policy, all litigation shall take place in the State of New York, and that all parties shall submit to the jurisdiction of any court of competent jurisdiction within the State of New York, including federal courts, and will comply with all the requirements necessary to give such court jurisdiction. In the event of arbitration or other forms of dispute resolution, such resolution shall take place in the State of New York. Nothing in this clause constitutes or should be understood to constitute a waiver of the Company's rights to remove an action to a United States District Court. 6. Headings The descriptions in the headings of this policy are solely for convenience and form no part of the policy terms and conditions. 7. Inspection and Survey a. With reasonable notice to the insured, we shall be permitted, but not obligated, to inspect the insured's property and/or operations. Neither our right to make inspections nor any report thereon, shall constitute an undertaking, on ECP 1200 03 22 Page 26 of 37 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB behalf of or for the benefit of you or others, to determine or warrant that such property or operations are safe or in compliance with environmental law, or any other law. b. We may be permitted, but not obligated, to interview persons employed by the insured; c. The insured agrees to provide appropriate personnel to assist our representatives during any inspection. 8. Legal Action Against Us No person or organization has the right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. For purposes of this condition, a consent judgment, stipulated judgment, agreed judgment, consent decree or consent order reached without our written agreement is neither an agreed settlement nor a final judgment. 9. Limitation of Damages Our damages for extra-contractual liability, bad faith, or similar damages under this policy is limited to one (1) times the relevant policy limit applicable to the underlying matter. 10. Other Insurance With respect to COVERAGES A, B and C, if other valid and collectible insurance is available to the insured for a loss we cover under COVERAGES A, B or C of this policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph (2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph (3) below. b. Excesslnsurance (1) This insurance is excess over: {a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work; {ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or {iv) If the loss arises out of the maintenance or use of aircraft, unmanned aircraft, autos or watercraft to the extent not subject to Exclusion a. of SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY. {b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you are an additional insured. (2) When this insurance is excess, we will have no duty under this policy to defend the insured against any suit, if any other insurer has a duty to defend the insured against that suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds: {a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and {b) The total of all deductibles and self-insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable Limits of Insurance of all insurers. With respect to COVERAGES D and E, if other valid and collectible insurance is available to any insured covering bodily injury, property damage, loss, cleanup costs, emergency remediation costs, claim{s), suit(s), damages and/or Supplementary Payments, including but not limited to defense costs, also covered by this policy, other than a policy that is specifically written to apply in excess of this policy, the insurance afforded by this policy shall apply in ECP 1200 03 22 Page 27 of 37 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED --OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS -ONGOING OPERATIONS -COVERAGE A, B, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP2032297-14 7/1/2024 7/1/2025 7/1/2024 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION 111-WHO IS AN INSURED is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 -Contractors Pollution Legal Liability and Coverage D.4 -Microbial Substance Contractors Pollution Liability, or personal injury or advertising injury under SECTION I -COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY directly caused by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured described in Paragraph 1. or 2. above. However, the insurance afforded to such additional insured described above: 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, and c. Will not extend beyond that which is provided to you in this policy. A person's or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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 by 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 the failure to render any professional architectural, engineering or surveying services. b. Bodily injury or property damage occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of2 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB (2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Ill. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph 1.1.; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI - REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties --Additional Insured An additional insured must see to it that: a. We are notified in writing as soon as practicable of an occurrence or offense which may result in a claim or suit; b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII -CONDITION 10. -Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project- specific, primary insurance. VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of2 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED --OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS-COMPLETED OPERATIONS-COVERAGE A, D.1 & D.4 Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP2032297-14 7/1/2024 7/1/2025 7/1/2024 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION 111-WHO IS AN INSURED is amended to include as an additional insured: 1. Any person or organization for whom you have performed operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 -Contractors Pollution Legal Liability and Coverage D.4 -Microbial Substance Contractors Pollution Liability, directly caused by your work performed for the additional insured described in Paragraph 1. or 2. above, and included in the products-completed operations hazard. However, the insurance afforded to such additional insured described above: 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; and c. Will not extend beyond that which is provided to you in this policy. II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury or property damage arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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 by that insured, if the occurrence which caused the bodily injury or property damage involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. Ill. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph 1.1.; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI - ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of2 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties --Additional Insured An additional insured must see to it that: a. We are notified in writing as soon as practicable of an occurrence which may result in a claim or suit; b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII -CONDITION 10. -Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project- specific, primary insurance. VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of2 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.S., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: CA T4 20 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I -COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION (TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US) AUTOMATIC STATUS -COVERAGE A, B & D Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP2032297-14 7/1/2024 7/1/2025 7/1/2024 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. The following is added to Paragraph 17. Subrogation of SECTION VII -CONDITIONS: We waive any right of recovery against any person(s) or organization(s) because of payments we make under COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D -CONTRACTORS POLLUTION LIABILITY under this policy. Such waiver by us applies only if: 1. The insured has agreed in writing in a contract or agreement with such person(s) or organization(s) to waive its right of recovery; and 2. The insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This waiver does not apply in any jurisdiction where such waiver is held to be illegal or against public policy or in any situation where the person(s) or organization(s) against whom subrogation is to be waived is found to be solely negligent. This endorsement does not apply to any person(s) or organization(s) designated in a SCHEDULE of person(s) or organization(s) against whom rights of recovery have been waived. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1260 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 Docusign Envelope ID: 2C07E83F-09C9-48B4-8A26-2584A258D9AB STATE COMPl:NSATION INSURANCE FUND HOME OFFICE SAN FRANCISCO ._,,...,""''~""m ... ,JT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS EFFECTIVE APRIL 29, 2024 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 29, 2025 AT 12.01 A.M. WASTE NOT CONSULTING LLC 2173 SALK AVE STE. 250 CARLSBAD, CA 92008 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. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% 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 9297261-24 RENEWAL NA 9-22-67-78 PAGE 1 OF NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: 2572 ~!.~ MAY 2, 2024 PRESIDENT AND CEO 1 SC IF FORM 10217 (REV .4-2018) OLO DP 217