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HomeMy WebLinkAboutPlant-Tek Inc; 2025-06-23; PR-PSA-25007PR-PSA-25007P Page 1 City Attorney Approved Version 2/11/2025 AGREEMENT FOR AS NEEDED HORTICULTURAL LANDSCAPE PEST CONTROL SERVICES PLANT-TEK, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 20___, by and between the City of Carlsbad, California, a municipal corporation ("City") and Plant-Tek, Inc., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in landscape pest control. B. Contractor has the necessary experience in providing professional services and advice related to the diagnosis and treatment of landscape plants and trees. 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 two (2) year(s) from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year 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 forty-five thousand dollars ($45,000) per Agreement year. 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 forty-five thousand dollars ($45,000) per Agreement year. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” 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." Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 23rd 25June PR-PSA-25007P Page 2 City Attorney Approved Version 2/11/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 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 Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P Page 3 City Attorney Approved Version 2/11/2025 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. 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 attorneys 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: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P Page 4 City Attorney Approved Version 2/11/2025 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: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P Page 5 City Attorney Approved Version 2/11/2025 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: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P Page 6 City Attorney Approved Version 2/11/2025 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 Morgan Rockdale Name Gabriel Lepez Title Parks/Trees Supervisor Title Project Manager Dept Parks & Recreation Address 20110 Elfin Forest Ln #B CITY OF CARLSBAD Escondido, CA 92029 Address 1166 Carlsbad Village Drive Phone 760 471 6420 Carlsbad, CA 92008 Email planttek@yahoo.com Phone 442-339-2985 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: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P City Attorney Approved Version 2/11/2025 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: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P City Attorney Approved Version 2/11/2025 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 without regard to, or application of, choice of law rules or principles. 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 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 PR-PSA-25007P City Attorney Approved Version 2/11/2025 Page 9 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. Executed by Contractor this___________ day of _______________________, 20____. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Plant-Tek, Inc., a California corporation By: By: (sign here) Kyle Lancaster, Parks & Recreation Department Director Gabriel Lepez, CEO and Secretary (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk N/A single signer (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: _____________________________ Deputy / Assistant City Attorney Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 14th 25May PR-PSA-25007P City Attorney Approved Version 2/11/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Plant-Tek, Inc. (Plant-Tek) shall perform as needed horticultural landscape pest control services including: • Consultation • Insect, mites and disease control • Organic pest control • Rodent control • Weed control For fruit control and reduction, Plant-Tek will apply growth regulator, (Altrimmec) and bark penetrating surfactant (Penta-bark) on select tree species as determined by the city inspector. Fees for bark drench application include: • Ficus - $60 per tree • Liquidambar - $30 per tree • Podocarpus - $30 per tree All services require preapproval by the city. The agreement amount shall not exceed $45,000 per agreement year. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD PLANT-2 OP ID: DC 05/30/2024 Dan M Jimenez Caldwell Insurance Agency Inc. License # 0554607 481 E. Whittier Blvd., Ste. D La Habra, CA 90631 Dan M Jimenez 562-697-6200 562-697-1622 djimenez@caldwellins.com Markel Insurance Company Plant Tek Inc. 541 S. Vinewood Street, Ste A Escondido, CA 92029 A X 2,000,000 X Y PCG20012986-11 05/29/2024 05/29/2025 100,000 5,000 2,000,000 4,000,000 X 4,000,000 A PCG20012986-11 05/29/2024 05/29/2025 E&O 1,000,000 re: All Projects The City of Carlsbad is included as Additional Insured to the General Liability policy only, per written contract. Attached applicable endorsement form #: MGL 1220 04 15 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 562-697-6200 38970 Errors & Omission Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 4/25/2025 KIRK MILLER INSURANCE AGENCY, INC. 10636 SCRIPPS SUMMIT COURT SUITE 110 SAN DIEGO CA 92131 KRISTEN HARDY (858) 240-2593 (858) 875-0667 certs@kirkmillerinsurance.com PLANT TEK, INC. 959 LUNA VISTA DRIVE ESCONDIDO CA 92025-5277 REDWOOD FIRE & CAS INS CO 11673 TECHNOLOGY INS CO INC 42376 A 8 8 8 Y Y 01APM057192-01 04/05/2025 04/05/2026 1,000,000 B TES4586133 04/05/2025 04/05/2026 8 1,000,000 1,000,000 1,000,000 CITY OF CARLSBAD IS NAMED AS ADDITIONAL INSURED. CITY OF CARLSBAD c/o EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 947 MURRIETA CA 92564 Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 M-5876 (05/2016) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM In consideration of payment of the additional premium listed below, LIABILITY COVERAGE is extended to any person or organization you are required to add to this policy as an additional insured in a written agreement between you and the additional insured that is executed prior to the "accident" provided that: 1) such insurance applies only to the ownership, maintenance or use of a covered auto; and 2) such insurance applies only to acts or omissions by you, your agents or your “employees” while such covered auto is being used in your business; and 3) such insurance does not apply to the acts or omissions of the additional insured or any of the additional insured’s agents or "employees" other than you; and 4) such insurance does not apply if the additional insured is subject to motor carrier insurance requirements and is not insured for hired "autos" under an "auto" liability insurance form that insures on a primary basis the owners of the "autos" and their agents and "employees" while the "autos" are being used exclusively in the additional insured’s business and pursuant to operating rights granted to the additional insured by a public authority; and 5) such inclusion of additional insured shall not increase our limit of liability under this policy. All other terms, conditions and agreements remain unchanged. M-5876 (05/2016) Company Name Policy Number Endorsement Effective Named Insured Countersigned by (Authorized Representative) (The Attaching Clause need be completed only when this endorsement is issued subsequent to preparation of the policy .) Additional Premium: $ 04/23/2025 01 APM 057192 - 01 Redwood Fire and Casualty Insurance Company PLANT TEK, INC 04/22/2025 6:27 PM 381 Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PEST CONTROL COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following additional coverages and extensions are added to this policy as detailed below. As respects any coverage provided by this endorsement, if higher limits are provided on any other schedule, declarations or endorsement attached to this policy, then the limits and coverage provided by this endorsement would not apply for that coverage. SCHEDULE Lost Key Coverage $25,000 Each Occurrence / $25,000 Annual Aggregate Extended Property Damage – Expected Or Intended Injury Included Non-Owned Watercraft Increased To 51 Feet Long Non-Owned Aircraft If Rented Or Loaned With A Paid Crew Property Damage To Borrowed Equipment $50,000 Each Occurrence Property Damage To Customers’ Goods $10,000 Each Occurrence Damage To Premises Rented To You Equal To The General Liability Each Occurrence Limit Personal And Advertising Injury From Televised Or Videotaped Material Included Supplementary Payments Bail Bonds Up To $5,000 Loss Of Earnings Up To $500 A Day Broadened Definition Of Insured Included Automatic Additional Insureds When Required By Contract Or Agreement Included Mortgagees, Assignees Or Receivers Included Vendors Included Medical Payments $10,000 Any One Person (Unless Excluded) Each Location And Each Project Aggregates Equal To The General Aggregate Limit Duties In The Event Of Occurrence, Offense, Claim Or Suit Included Unintentional Failure To Disclose All Hazards Included Waiver Of Transfer Of Rights Of Recovery Against Others To Us Included Liberalization Included Mental Anguish Resulting From Bodily Injury Included Broadened Definition Of Mobile Equipment Included MARKEL INSURANCE COMPANY Policy #: PCG20012986-11 Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 A. LOST KEY COVERAGE 1. The following is added to Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: We will pay those sums that the insured becomes legally obligated to pay as damages because of “property damage” due to the loss of keys in the care, custody or control of the insured or the insured’s “employees”. Our liability for all damages is limited to: (1) The actual cost of the lost keys; (2) The adjustment of locks to accept new keys; or (3) New locks, if required, including the cost of their installation. 2. The following is added to Section III – Limits Of Insurance: The limits of insurance for Lost Key Coverage are subject to the following provisions: a. The Annual Aggregate limit shown in the Schedule of this endorsement is the most we will pay for all “property damage” resulting from the loss of keys, as described in this endorsement. b. Subject to the Annual Aggregate limit, the Each Occurrence limit shown in the Schedule of this endorsement is the most we will pay for all “property damage” in any one “occurrence” resulting from the loss of keys. c. The amounts shown in the Schedule of this endorsement for this coverage are part of, not in addition to, the applicable limits of insurance shown in the Declarations. B. EXTENDED PROPERTY DAMAGE – EXPECTED OR INTENDED INJURY Exclusion 2.a. Expected Or Intended Injury under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury “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. C. NON-OWNED WATERCRAFT AND NON-OWNED AIRCRAFT Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is amended as follows: 1. Paragraph (2) is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; 2. The following is added: (6) “Bodily injury” or “property damage” arising out of any aircraft not owned by any insured that is rented or loaned to you with a paid crew. If other insurance applies to a loss because of “property damage” to non-owned watercraft or aircraft as described in Paragraphs (2) or (6) above, the insurance provided by this endorsement does not apply, whether the other insurance is primary, excess, contingent or issued on any other basis. D. PROPERTY DAMAGE TO BORROWED EQUIPMENT 1. The following is added to Exclusion 2.j. Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: Paragraph (4) of this exclusion does not apply to “property damage” to borrowed equipment while that equipment is not being used to perform operations. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 2. The following is added to Section III – Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for “property damage” to borrowed equipment is the amount shown in the Schedule of this endorsement for each “occurrence”. 3. The insurance afforded by Paragraph D.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. E. PROPERTY DAMAGE TO CUSTOMERS’ GOODS 1. The following is added to Exclusion 2.j. Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability: Paragraphs (3), (4) and (6) of this exclusion do not apply to “property damage” to “customers’ goods”. 2. The following is added to Section III – Limits Of Insurance: Subject to the General Aggregate limit, the most we will pay for “property damage” to “customers’ goods” is the amount shown in the Schedule of this endorsement for each “occurrence”. 3. The insurance afforded by Paragraph E.1. above is excess over any valid and collectible property insurance (including any deductible) available to the insured, whether primary, excess, contingent or issued on any other basis. 4. The following definition is added: “Customers’ goods” means tangible personal property belonging to your customers and left with you for storage, service or repair. “Customers’ goods” does not include: a. Accounts, bills, currency, deeds, food stamps or other evidences of debt, money, notes or securities. Lottery tickets held for sale are not securities; b. Animals; c. Contraband, or property in the course of illegal transportation or trade; d. Personal property while airborne or waterborne; e. Property that is covered under another coverage form of this or any other policy in which it is more specifically described, except for the excess of the amount due (whether you can collect on it or not) from that other insurance; f. Vehicles or self-propelled machines that are licensed for use on public roads; aircraft; or watercraft. This paragraph does not apply to: (1) Vehicles or self-propelled machines, other than “autos”, you hold for sale; or (2) Rowboats or canoes out of water at your premises; or g. The following property while outside of buildings: (1) Grain, hay, straw or other crops; and (2) Fences, radio or television antennas (including satellite dishes) and their lead-in wiring, masts or towers, trees, shrubs or plants (other than trees, shrubs or plants held for sale). F. DAMAGE TO PREMISES RENTED TO YOU The following applies only if Damage To Premises Rented To You is not excluded from the policy to which this endorsement is attached: 1. The first paragraph following Paragraph (6) of Exclusion 2.j. Damage To Property under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to “property damage” (other than damage by fire) to premises, including the contents of such premises, rented to you. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III – Limits Of Insurance. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 2. The final paragraph of Paragraph 2. Exclusions under Section I – Coverages, Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III – Limits Of Insurance. 3. Paragraph 6. under Section III – Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you, or in the case of damage by fire, lightning, explosion, smoke or sprinkler leakage, while rented to you or temporarily occupied by you with permission of the owner, is equal to the Each Occurrence limit shown in the Declarations. 4. Paragraph 4.b.(1)(a)(ii) Other Insurance under Section IV – Commercial General Liability Conditions is replaced by the following: (ii) That is fire, lightning, explosion, smoke or sprinkler leakage insurance for premises rented to you or temporarily occupied by you with permission of the owner; 5. Paragraph a. of Definition 9. “insured contract” is replaced by the following: 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 or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an “insured contract”; G. PERSONAL AND ADVERTISING INJURY FROM TELEVISED OR VIDEOTAPED MATERIAL 1. Exclusions 2.b. and 2.c. under Section I – Coverages, Coverage B – Personal And Advertising Injury Liability are replaced by the following: b. Material Published With Knowledge Of Falsity “Personal and advertising injury” arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period “Personal and advertising injury” arising out of oral, written or professionally produced televised or videotaped publication, in any manner, of material whose first publication took place before the beginning of the policy period. 2. Paragraphs d. and e. of the definition of “personal and advertising injury” are replaced by the following: d. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that slanders or libels a person or organization or disparages a person’s or organization’s goods, products or services; e. Oral, written or professionally produced televised or videotaped publication, in any manner, of material that violates a person’s right to privacy; H. SUPPLEMENTARY PAYMENTS – BAIL BONDS AND LOSS OF EARNINGS Paragraphs 1.b. and 1.d. under Section I – Coverages, Supplementary Payments – Coverages A And B are replaced by the following: b. Up to the amount shown in the Schedule of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or “suit”, including actual loss of earnings up to the amount shown in the Schedule of this endorsement because of time off from work. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 I. BROADENED DEFINITION OF INSURED Section II – Who Is An Insured is amended as follows: 1. The following is added to Paragraph 2.a.: Paragraph (1) does not apply to managers at the supervisory level or above. 2. Paragraph 2. is amended to include the following as insureds: Any legally incorporated entity of which you own at least 51% of the voting stock on the inception date of this Coverage Form and on the date of any covered “occurrence”, claim or “suit”. This insurance shall not apply to any entity that is already insured under any other insurance provided by any company or that would be an insured but for the exhaustion of its limits of insurance. 3. Paragraph 3.a. is replaced by the following: a. Coverage for your newly acquired or formed organization shall be: (1) Effective on the date of acquisition or formation; and (2) Afforded until the end of the policy period of this Coverage Form. J. AUTOMATIC ADDITIONAL INSUREDS The following paragraphs are added to Section II – Who Is An Insured: 1. The following are also insureds under this policy, subject to the following provisions: a. When Required By Contract Or Agreement Any person or organization to whom you are required by written contract, agreement, permit or authorization to provide insurance, but only if the contract, agreement, permit or authorization is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury”, “property damage” or “personal and advertising injury”. However: (1) The person or organization is an insured only to the extent you are held liable due to your acts or omissions or the acts or omissions of those acting on your behalf in connection with: (a) The ownership, maintenance or use of that part of premises you own, rent, lease or occupy, subject to the following additional provisions: (i) This insurance does not apply to any “occurrence” which takes place after you cease to be a tenant in any premises leased to or rented to you; and (ii) This insurance does not apply to any structural alterations, new construction or demolition operations performed by or on behalf of the person or organization; (b) Your ongoing operations for that insured, whether the work is performed by you or for you; (c) "Your work" performed for the additional insured at the location designated in the contract, agreement or permits and included in the "products-completed operations hazard"; (d) The maintenance, operation or use by you of equipment leased to you by such person or organization, subject to the following additional provisions: (i) This insurance does not apply to any “occurrence” which takes place after the equipment lease expires or you cease to lease that equipment; and (ii) This insurance does not apply to “bodily injury” or “property damage” arising out of the sole negligence of such person or organization; or (e) Permits or authorizations issued by any state or political subdivision with respect to operations performed by you or on your behalf, subject to the following additional provision: This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of operations performed for that state or municipality. (2) The insurance with respect to any architect, engineer or surveyor does not apply to “bodily injury”, Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services by or for you, including: (a) The preparing, approving or failure to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; and (b) Supervisory, inspection or engineering services. (3) This insurance does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services. (4) This insurance does not apply to any insured person or organization if the loss, cost, injury or damage is otherwise excluded from coverage under this insurance, including any endorsements made a part of this policy. (5) This insurance does not apply to any person or organization included as an insured by an endorsement issued by us or otherwise made part of this insurance. (6) No coverage will be provided if, in the absence of this endorsement, no liability will be imposed by law on you. Coverage will be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. This Additional Insured provision does not apply to mortgagees, assignees or receivers, or vendors. b. Mortgagees, Assignees Or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of premises by you. However, this insurance does not apply to structural alterations, new construction or demolition operations performed by or for that person or organization. c. Vendors Any vendor with whom you have agreed in a written contract or agreement to provide insurance, but only if the contract or agreement is in effect during the policy period shown in the Declarations and was executed prior to the “bodily injury” or “property damage”, and only with respect to “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. (1) The following additional exclusions apply to such vendors: This insurance does not apply to: (a) “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; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make 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; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product; (g) 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; (h) Any failure to maintain the product in a merchantable condition; or (i) “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 Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 not apply to: (i) The exceptions contained in subparagraphs (d) or (f); or (ii) 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. (2) 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. (3) This insurance does not apply to any vendor included as an insured by an endorsement issued by us or otherwise made a part of this insurance. (4) This insurance does not apply if “bodily injury” or “property damage” included in the “products-completed operations hazard” is excluded either by the provisions of this insurance or by endorsement. 2. The insurance provided to such automatic additional insureds: 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 insureds. 3. With respect to the insurance afforded to such automatic additional insureds, the following is added to Section III – 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 amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable limits of insurance shown in the Declarations, whichever is less. The insurance afforded to the additional insured does not increase the applicable limits of insurance shown in the Declarations. K. MEDICAL PAYMENTS The following applies only if Medical Payments Coverage is not excluded from the policy to which this endorsement is attached: Paragraph 7. under Section III – Limits Of Insurance is replaced by the following: 7. Subject to Paragraph 5. above, the Medical Expense limit is equal to the Medical Expense limit stated in the Declarations or the amount shown in the Schedule of this endorsement, whichever is greater, and is the most we will pay under Coverage C for all medical expenses because of “bodily injury” sustained by any one person. L. EACH LOCATION AND EACH PROJECT AGGREGATES The following is added to Section III – Limits Of Insurance: 1. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which can be attributed only to operations at a single designated covered “location” or covered construction project: a. A separate Each Location or Each Project Aggregate limit applies to each covered “location” or covered construction project, and that limit is equal to the General Aggregate limit shown in the Declarations. b. The Each Location or Each Project Aggregate limit is the most we will pay for the sum of all damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products- completed operations hazard”, and for medical expenses under Coverage C, regardless of the number of: (1) Insureds; (2) Claims made or “suits” brought; or (3) Persons or organizations making claims or bringing “suits”. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 c. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Each Location or Each Project Aggregate limit for each covered “location” or covered project for which payment is made. Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any other covered “location” or covered project’s general aggregate. d. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate limit shown in the Declarations, such limits will be subject to the applicable Each Location or Each Project Aggregate limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under Coverage A, and for all medical expenses caused by accidents under Coverage C, which cannot be attributed only to ongoing operations at a covered “location” or covered project: a. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate limit or the Products-Completed Operations Aggregate limit, whichever is applicable; and b. Such payments shall not reduce any Each Location or Each Project Aggregate limit. 3. When coverage for liability arising out of the “products-completed operations hazard” is provided, any payments for damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard” will reduce the Products-Completed Operations Aggregate limit, and not reduce the General Aggregate limit nor the Each Location or Each Project Aggregate limit. 4. If the applicable covered construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. 5. For the purposes of this section of this endorsement, “location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 6. The provisions of Section III – Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. M. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV – Commercial General Liability Conditions: Your obligation to notify us as soon as practicable of an “occurrence”, offense, claim or “suit” is satisfied if you send us written notice as soon as practicable after any of your “executive officers”, directors, partners, insurance managers or legal representatives become aware of or should have become aware of such “occurrence”, offense, claim or “suit”. N. UNINTENTIONAL FAILURE TO DISCLOSE ALL HAZARDS The following is added to Condition 6. Representations under Section IV – Commercial General Liability Conditions: If you unintentionally fail to disclose all hazards prior to the beginning of the policy period of this Coverage Form, we shall not deny coverage under this Coverage Form because of such failure. O. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV – Commercial General Liability Conditions: 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 your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization with whom you have agreed in a written contract prior to an “occurrence” to waive such rights. P. LIBERALIZATION The following is added to Section IV – Commercial General Liability Conditions: Liberalization Clause If we adopt any revision that would broaden coverage under this Coverage Form without additional premium, the Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987 MGL 1220 04 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 broadened coverage will immediately apply to this Coverage Form as of the day the revision is effective in your state. Q. MENTAL ANGUISH RESULTING FROM BODILY INJURY Definition 3. “bodily injury” is replaced by the following: 3. “Bodily injury” means: a. Bodily injury, sickness or disease sustained by a person, including mental anguish or emotional distress resulting from any of these; and b. Death resulting from bodily injury, sickness or disease. R. BROADENED DEFINITION OF MOBILE EQUIPMENT The following is added to Paragraph f.(1) of Definition 12. “mobile equipment”: This shall not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. All other terms and conditions remain unchanged. Docusign Envelope ID: 67FE0E35-EACE-4D7B-AF43-CE1799E57987