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HomeMy WebLinkAboutMES Service Company; 2025-07-21;Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1BCDE AGREEMENT FOR SELF CONTAINED BREATHING APPARATUS FLOW TESTS MES SERVICE COMPANY, LLC THIS AGREEMENT is made and entered into as of the 21st day of July 20~ by and between the City of Carlsbad, California, a municipal corporation ("City") and MES Service Company, a limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a company that is experienced in flow testing for self contained breathing apparatus. B. Contractor has the necessary experience in providing professional services and advice related to self contained breathing apparatus. 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) years 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 ($45,000.00) 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 ($45,000.00) per Agreement year. Payment terms are NET 30 unless provided otherwise in Exhibit "A." The City reserves Page 1 City Attorney Approved Version 2/11/2025 Docusign Envelope ID: 6C1BA397-32FD-4O1A-8A03-108E46O1 BCDE 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." 6. 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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 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 Page 2 City Attorney Approved Version 2/11/2025 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE 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. 10. 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. 10.1 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. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Page 3 City Attorney Approved Version 2/11/2025 Docusign Envelope ID: 6C 1 BA397-32FD-4D 1A-8A03-108E46D1 BCDE 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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." 10.2.4 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 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. 11. 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. 12. 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. 13. 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. Page 4 City Attorney Approved Version 2/11/2025 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE 14. 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. 15. 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 Eric Evonsion Name Bob Spano Title Fire Battalion Chief Title Service Manager Western Region Dept Fire Address 12 Turnberry Lane CITY OF CARLSBAD SANDY HOOK, CT 06482 Address 2560 Orion Way Phone 480-266-7262 Carlsbad, CA 92010 Email Robert.spano@meslifesafety.com Phone 434-931-2141 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. 16. 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 17. 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. Page 5 City Attorney Approved Version 2/11/2025 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE 18. 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. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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. 21. 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. 22. 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 City Attorney Approved Version 2/11/2025 Page 6 Docusign Envelope ID: 6C1BA397-32FD-4O1A-8A03-108E46O1 BCDE 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. 23. 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. 24. 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. 25. 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. 26. 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. 27. 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. City Attorney Approved Version 2/11/2025 Page 7 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE 28. 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 Contractorthis_1_7 ____ day of_Ju_l_Y _______ ~ 20~. CONTRACTOR MES Service Company, a limited liability company By: (sign here) Ward Petrie, SVP Finance (print name/title) By: (sign here) John Walker, CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: MICHAEL CALDERWOOD, Fire Chief ATTEST: SHERRY FREISINGER, City Clerk By: MORGEN FRY, Assistant City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f_g_ corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: Ju.wufu' r IVlM,, Sr. Assistant City Attorney City Attorney Approved Version 2/11/2025 Page 8 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE EXHIBIT A SCOPE OF SERVICES AND FEE MES Service Company, LLC (MES) will provide flow testing for self contained breathing apparatus (SCBA) in full compliance with the National Fire Protection Association Standard 1852. If requirements change, the current process shall be brought into compliance with the new requirements within one (1) year or as specified by the National Fire Protection Association, whichever is shorter. The City will organize a testing site for all equipment. Flow test services shall include: • Scott Safety Certified Technician using a calibrated PosiChek machine • Inspection and testing per the manufacturer's instructions and any other mandated or suggested testing requirements • Testing checks for proper operational function and settings of the pressure reducer, regulator, and accessories • Visual inspection for any damaged or missing components MES will provide a report identifying unit inventory, test results, list of repairs, and re-test documentation within seven (7) business days of the services in both hard copy and electronic media formats. COST OF SERVICES Flow testing services shall be billed in accordance with the following rates. ITEM DESCRIPTION PRICE 1 Onsite Flow Test for SCBA $50.00/each 2 Onsite Flow Test for Regulator $35.00/each 3 Onsite Flow Test for RIT Bag $50.00/each 4 Service Call $150.00 5 Pick Up/Delivery $75.00 There will be no charge for warranty-related repairs. Non-warranty repairs and replacement parts will be billed in accordance with the current MES price list. All such repairs and replacement parts will be quoted and require written approval from the City prior to commencement of work. Applicable sales tax, as well as shipping and handling charges, will be added where necessary. These charges are estimated at the time of quotation and will be recalculated at the time of shipment to reflect current rates. City Attorney Approved Version 2/11/2025 Page 9 Docusign Envelope ID: 6C1 BA397-32FD-4D1A-8A03-108E46D1 BCDE All returns must be processed within 30 days of receipt. An authorization number is required for all returns, which may be subject to a restocking fee. Please note that custom orders are non- returnable. MES offers a battery replacement program. Pricing will vary depending on the specific battery requirements. All battery-related parts and services require written approval from the City before replacement. Alternatively, the City may choose to supply its own replacement batteries. The total amount of this Agreement shall not exceed forty-five thousand dollars ($45,000.00) per Agreement year. City Attorney Approved Version 2/11/2025 Page 10 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE AllTHORIZED SIGNATORJES MES SERVICE COMPANY LLC I.. M:irvJu Riley. in my capacity as President and Chfof Executive Oftkc1· of MES Scrvicc Company, LLC, certify that the following individuals listed below are duly authorized to submit bids, sign contracts and execute other instruments on behalf of th<! U.C in connection with any matter or transact km that has been duly approved by the LLC, subject lo the company's internal policy on signatory nulhority. Authol'i:r.ed Siguntol'ics: John Walker Anthony Webb John Skaryak Ward Petric Sandra ··Sandy" Ma:ys Mark i'crsutli Maria Donovan Kl'istfo Chapman M;,,;~~-~-- Presidcnt and Chief Executive O[fo.:cr MES Service Company, LLC Sign,id: 2112125 4891-8192-J-199 CFO SVP Human Rcsm!l'ces EVP. Fire Mnrket SVP Finance VP, Fire Market Saks VP. Govcrn111!)11t Sole~ Conll'acts Manager Contracts /\dministrntor Docusign Envelope ID: 6C1BA397-32FD-4O1A-8A03-108E46O1 BCDE Article IV The name and address of person(s) authorized to manage LLC: Title: CEO j'v1ARVIN RILEY 1916 47TH STREET NW WASHINGTON, DC. 20007 US Title: CFO JOHN WALKER 4 JEREMY DRIVE NEW FAIRFIELD, CT. 06812 US Title: AP PETER CALAMARI 1714 BUFFEHR CREEK RD VAIL, CO. 81657 US Title: AP ERIC CRAWFORD 7542 E. 8TH PLACE DENVER, CO. 80230 US Article V The effective date for this Limited Liability Company shall be: 02/10/2025 Signature of member or an authorized representative Electronic Signature: JOHN WALKER L25000074461 FILED 8:00 AM Februarv 12, 2025 Sec. Of State rlrichardson I am the member or authorized representative submitting these Articles of Organization and at1inn that the facts stated herein are tme. I am aware that false infonnation submitted in a document to the Depat1ment of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report benveen January l st and J\fay 1st in the calendar y.:mr following fonnation of the LLC and every year thereafter to maintairi "active" stati1s. • ~ Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE ,,,----, ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/1/2026 7/3/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC CONTACT NAME: DBA Lockton Insurance Brokers, LLC in CA PHONE I FAX IA/C No Ext\: I IA/C Nol: CA license #0F15767 E-MAIL 1185 Avenue of the Americas, Ste. 2010 ADDRESS: NewYorkNY 10036 INSURER(S) AFFORDING COVERAGE NAIC# ( 646) 572-7300 INSURER A: Great Northern Insurance Comoanv 20303 INSURED MES Service Company, LLC INSURER B : ---SEE ATTACHMENT ---1372711 P.O. Box 656 1NsURER c : Federal Insurance Comnanv 20281 Southbury CT 06488 1NsuRER D: Lloyds Syndicates 2623/623 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 22086581 REVISION NUMBER: xxxxxxx 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 ADDL SUBR 1~~/ilg~, /1POLICY EXP LIMITS LTR TYPE OF INSURANCE '"'"n WVD POLICY NUMBER MM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY N N 3606-94-94 3/1/2025 3/1/2026 EACH OCCURRENCE $ 1 000.000 ~ ::J CLAIMS-MADE [x] OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $ 1 000.000 ~ MED EXP (Any one person) $ 10 000 PERSONAL & ADV INJURY $ 1000000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 Fl [x]PRO• [x] LOC PRODUCTS -COMP/OP AGG $ 2 000.000 POLICY JECT OTHER: $ C AUTOMOBILE LIABILITY N N 7362-62-23 3/1/2025 3/1/2026 iic~~~b~~~lNGLE LIMIT $ 2 000 000 - X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx -OWNED -SCHEDULED BODILY INJURY (Per accidenl) $ xxxxxxx -AUTOS ONLY -AUTOS HIRED NON-OWNED iP~~~~c~J;;,;,RAMAGE $ xxxxxxx -AUTOS ONLY -AUTOS ONLY $ xxxxxxx B _x_ UMBRELLA LIAS f1OCCUR N N See Attached 3/1/2025 3/1/2026 EACH OCCURRENCE $ 25 000 000 EXCESS LIAS CLAIMS-MADE AGGREGATE $ 25 000 000 DED I XI RETENTION$ 10,000 $ xxxxxxx WORKERS COMPENSATION N XI ~ifTUTE I IOTH-C 7175-51-73 3/1/2025 3/1/2026 ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE [ii] N/A E.L. EACH ACCIDENT $ 1000000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1000000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1000000 D Cyber N N W3 l lDE24040 I 3/1/2025 3/1/2026 Pol. Agg.: $2.5MM Ret: $50,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers compensation coverage does not apply under this certificate of insurance in the following monopolistic states: ND, OH, WA and WY.The general liability and umbrella policies shown above do not cover any fire suppression and alann system design and/or installation work. There is a separate insurance program in place for these operations. A separate certificate of insurance will be provided for this type of work upon request. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 22086581 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 2560 Orion Way AUTHORIZED REPR~i::i, 1 A\. ;IVE ,·'<, i• f.~. ( • }"' ... •'•., [)(~~• Carlsbad CA 92010 ','\ \ ; ;· ( \ i' -... I • I " . '-1jl,,{JJ ., .. _.,-h ... '."<,,_,,. • ',, © 1988-2015 ACORD CORPORATION. ~I rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE Attachment Code: D602274 Master ID: 1372711, Certificate ID: 22086581 Client Name: MES Service Company, LLC Excess Liability Tower G'~~"" " ' ~ ' ' ,, -,, " ' ' '' "' ,,,_ "'"'"'"-~ 0 :R,licy ' , earrier Ro)icy \l'erm ' RolicM # €overag~ l..imits ,-' ' ' ' ' ' ' ' ' !!2t';,-'!£ ' ,, --' " ' " ' = ' ' "'= -yJ;;, ' ,, ;:: "'~ ' Lead Umbrella Homesite Insurance 03/01/2025-CXS-046307 -00 Each Occurrence $5,000,000 5x1 Company of Florida 03/01/2026 General Aggregate $5,000,000 Excess Liability 1 Endurance American 03/01/2025-ELD30014673103 Each Occurrence $5,000,000 5x5 Specialty Inc Co 03/01/2026 General Aggregate $5,000,000 Excess Liability 2 Westfield Specialty 03/01/2025-XSL-285713H-02 Each Occurrence $5,000,000 5x10 Insurance Co 03/01/2026 General Aggregate $5,000,000 Excess Liability 3 Federal Insurance 03/01/2025-7819-54-60 Each Occurrence $10,000,000 10x15 Company 03/01/2026 General Aggregate $10,000,000 Docusign Envelope ID: 6C1BA397-32FD-4D1A-8A03-108E46D1 BCDE Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MARCH 1, 2025 TO MARCH 1, 2026 MARCH 1, 2025 3606-94-94 NHO MES SERVICE COMP ANY, LLC GREAT NORTHERN INSURANCE COMPANY MARCH 11, 2025 This Endorsement applies to the following forms: GENERAL LIABJLITY COMMERCIAL ERRORS OR OMISSIONS LIABJLITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for in jury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Docusign Envelope ID: 6C1 BA397-32FD-4O1A-8A03-108E46O1 BCDE Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2