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HomeMy WebLinkAboutSchneider CM Inc; 2025-07-28; PSA26-3892FACPSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 1 AGREEMENT FOR POLICE & FIRE HEADQUARTERS CENTRAL PLANT REPAIRS SERVICES SCHNEIDER CM, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation (“City”) and Schneider CM, Inc., a California corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in construction management and inspection services. B. Contractor has the necessary experience in providing professional services and advice related to construction management and inspection services. 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 in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (“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 from the date first above written to June 30, 2026. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts of a year. 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). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If 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 otherwise provided in Exhibit “A” or agreed to in writing. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit “A.” Incremental payments, if applicable, should be made as outlined in attached Exhibit “A.” Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF July 28th PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 2 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, installation, 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 of Carlsbad City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by Contractor 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 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 City’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. 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 City Engineer approves otherwise, 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. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that 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, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 3 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 the 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 this 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 City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless 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 in this Agreement caused by any willful misconduct or negligent act or omission of 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 California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, 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 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 Contractor’s proportionate percentage of fault. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 4 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 City’s self-administered workers’ compensation program 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 City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and 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: 12.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 5 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, 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 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. 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. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 6 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 Brian Bacardi Name Carl Schneider Title Public Works Superintendent Title Construction Manager Department Fleet & Facilities Address 6353 El Camino Real, Suite C City of Carlsbad Carlsbad, CA 92009 Address 1635 Faraday Ave. Phone No. 619-905-5522 Carlsbad, CA 92008 Email carl.schneider@schneidercm.net Phone No. 442-339-2944 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. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. For Labor Compliance Service Agreements, the Contractor further represents, warrants, and declares, under penalty of perjury, interest, as that term is defined in Labor Code Section 1771.8(a)(2) does not exist. 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. 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. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF 619-905-5522Carl Schneider Carl.Schneider@SchneiderCM.net PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 7 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, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 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 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. 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 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 8 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 attorneys 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 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. 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. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California SCHNEIDER CM, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Carl Schneider, President and Chief Financial Officer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy / Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC City Attorney Approved Version 5/30/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor to provide construction management services as outlined in their proposal dated July 22, 2025, and is attached to this agreement as Exhibit “B”. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF PSA26-3892FAC Page 11 EXHIBIT B Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf~i Attn: Brian Bacardi Public Works Superintendent City of Carlsbad 405 Oak Avenue Carlsbad, CA 92008 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 22 July 2025 Subject: FEE PROPOSAL for CM Services on the Construction Management support for the Carlsbad Police and Fire HQ Chiller Replacement project Dear Brian, SchneiderCM's fee for construction support services for the Carlsbad Police and Fire HQ Chiller Replacement project for the tasks outlined herein is on a time-and-material basis not-to-exceed $4S,000. The scope of work includes: • Task 1.1 Project Management • Task 1.2 Pre-Construction Conference • Task 2.1 Contract Administration • Task 2.2 Reports and Communication • Task 2.3 Photo Documentation • Task 2.4 Construction Progress Meetings • Task 2.5 Shop Drawings and Submittal Reviews • Task 2.6 Plans & Specifications Interpretation • Task 2. 7 Construction Services • Task 2.8 Progress Payments • Task 2.9 Contractor's Claims and Change Orders • Task 3.0 Project Closeout The costs are broken down as follows for a construction duration of 44 working days. • Pre-Construction: $3,000 • Construction: $38,000 • Close-Out: $4,000 This proposal is based on a 44 working day construction duration. Thank you for your consideration. Please contact me -on 619-905-5522 if there are any questions or clarifications needed. Yours Sincerely, Carl Schneider CEO, SchneiderCM, Inc. Page 1 of 6 PSA26-3892FAC Page 12 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf:/i Scope of Work Task 1: Preconstruction Services Task 1.1 Proiect Management 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 Coordinate and meet with the City's Project Manager during bidding of the project. Initiate project activities and provide general project oversight. Based upon the City approved Document Ma,nagement System, incorporate the Document Management Systems and procedures for documenting communications and correspondence. Provide examples of all City provided forms that the CM and Contractor will be required to use to transmit and formalize all Requests for Information {RFI}, clarifications, submittals, substitution requests, concrete pour notifications, and other official project documents. Develop points of contact with all team members {project directory). Prepare a list of all standard forms, documents and reports and develop distribution lists and logs for each of the listed document types. All project documents are to be retained by the selected CM firm for a period of three years after conclusion of the project. Task 1.2 Preconstruction Assist the City Project Manager with reviewing all submittals and tracking the review and approval of project documents. Notify appropriate parties; assist the City Project Manager with scheduling and conducting the Preconstruction Conferences with City Staff, Architect and the Contractor. The meetings shall cover the overall project objectives, responsibilities of key personnel and agencies, schedules, schedule of values (bid breakdown}, procedures for handling submittals, correspondence, utility relocations, local agency permit requirements, requests for clarification, progress payments, change orders, and other pertinent topics. Provide opportunities to have the Contractor's questions answered. Task 2: Construction Services Task 2.1 Contract Administration/Management The CM shall be responsible for assisting the City's Projects Manager with all aspects of contract compliance, change/claims processing, negotiations and contract interpretation and enforcement. The CM shall oversee, perform, and coordinate work included within this scope of work, as directed by the City. The CM shall: prepare reports, letters, and memoranda; attend meetings; prepare meeting agendas and minutes, monitor and track the expiration of insurance requirements and obtain updated certificates from the Contractor; coordinate testing and Page 2 of 6 PSA26-3892FAC Page 13 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf:/i 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 specialty services; review daily testing/inspection notes and identify and report nonconforming items; notify the City of significant problems and discrepancies; assist the City with interpreting drawings, specifications and reference standards; monitor construction activities and schedules; assist the City with resolving constructability problems; coordinate connections and operations; prepare change orders (including cost estimating services); review and notify the Contractor of test results; investigate claims; review the Contractor's Record Drawings periodically and concurrently with Contractor progress payments; and prepare project punch lists, etc. Task 2.2 Reports and Communications All relevant project communications shall be documented and promptly distributed to the City and applicable parties. Communication between the Contractor and the Consultant shall be closely managed by the City Projects Manager. No directives shall be made by the Consultant to the Contractor without written approval from the City Projects Manager. All original project documents and final project reports shall be furnished to the City within 60 days following filing of the Notice of Completion. Maintain field memoranda, transmittals, updat,ed schedules, logs of shop drawings and other submittals, logs of requests for information, change orders, progress payment requests, progress meeting reports, testing/inspection reports, dates of utility service interruptions, and all other project correspondence. Weekly progress reports shall be prepared and submitted (electronically) to the City's Projects Manager and shall include the following elements: a) Summary of the prior month's main accomplishments and current construction activities. Include an evaluation of last week's report of expected task completion to actual. b) Overall Contractor's conformance to contract schedule and quality requirements. This will include a baseline schedule comparison showing all new tasks, deleted tasks, changed tasks and duration changes. Working with the contractor, prepare weekly Planned Percent Complete (PPC) calculations of all planned activities. c) Identification of key problems, action items, and issues, including recommendations for solutions. d) Summary of progress payments, change orders, disputes, submittals, RFl's, and Notices of Noncompliance. Provide a detailed budget versus actual and projected cost analysis of expenditures and encumbrances. Provide a detailed evaluation of the Contractor Controlled Contingency and Owner Controlled Contingency. e) Photographs of representative project activities printed and electronically stored. Page 3 of 6 PSA26-3892FAC Page 14 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf:/i 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 f) Provide list of Deviation Activities and any corrections taken/planned. Task 2.3 Photo Documentation Provide a videotape of preconstruction site conditions prior to any construction operation to confirm existing conditions within the limits of work, adjacent areas, and along haul roads to document and clearly depict pre-existing conditions. Take and share construction documentation photographs on a regular basis. Maintain a digital photographic library of all significant construction activities. Provide unique file names for photos with date and location information included. Take additional photographs to document differing site conditions, change order and claim items, and any special or unique conditions as they arise. Incorporate new software capabilities (Blue Beam, etc.) that allow photographs taken in the field to be linked to a PDF of the site plan/drawing/detail of the photographed location. A report of these photos linked to their location is to be provided weekly. Photos shall be uploaded to the City database on a monthly basis. Task 2.4 Construction Progress Meetings Schedule and attend weekly construction progress meetings with the Architect, contractor and the City. Provide meeting agendas and discuss the schedule, near-term activities; clarifications and problems which need resolution, coordination with other contractors, status of change orders, etc. Prepare minutes of the meetings with identified action items. Prepare and distribute the minutes to the attendees within two working days. Include minutes in the monthly progress reports. Task 2.5 Shop Drawings and Submittal Reviews The CM shall be responsible for processing and monitoring the status of all submittals. The CM shall provide a detailed review of the Contractor's submittals for coordination after receipt from the Architect. Submittals of a general nature (General Provisions & Division 1 Requirements) are to be reviewed and processed by the CM. Review of the Contractor's construction schedule and mont hly updates shall be the sole responsibility of the CM with input provided from the Architect and City. CM will log, track, and monitor the Architect's role regarding the review of shop drawings, calculations, data samples, submittals, warranties and manuals from the Contractor. Shop drawings and submittals that significantly do not meet the specified requirements or design intent shall be returned to the Contractor with comments for corrections and resubmittal. Exception Page 4 of 6 PSA26-3892FAC Page 15 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf:/i 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 reports, that identify outstanding submittals or reviews needed, shall be prepared monthly by the CM. Task 2.6 Plans and Specifications Interpretation The CM shall review all Requests for Information, (RFI) generated by the Contractor. The CM shall maintain a log of RFls and provide written clarification to the Contractor in a timely manner. Obtain and maintain specification referenced standards including: local and regional specifications, codes, standards, publications, r egulations, applicable permitting criteria from local, state, and federal agencies, standard drawings and specifications of the local agencies, and related documents, as referenced in the contract documents and as required to perform the work. Task 2. 7 Construction Services Ensure that the Contractor's work is in compliance with the contract documents. Validate Contractor's daily reports of the construction activities including weather conditions, Contractor's equipment and manpower, work performed, materials used, site visitors, note delays in work and reasons for the delays, and deficiencies. Prepare reports of deviations and non-conformance to specifications and provide a timely response. The CMs may not authorize extra work or approve of work that deviates from the contract documents. Task 2.8 Progress Payments Prepare project-related invoices and progress payments. Submit all invoices to the City's Project Manager with a recommendation stating the proper amount for payment. Use the Schedule of Values and actual quantities as a basis to prepare payment requests. The City will provide a format for monthly progress payments. Validate that the Contractor has updated the as-built plans for the payment period and has maintained the planned percent complete calculations prior to approving the payment application. Task 2.9 Contractor's Claims and Change Orders Identify, prepare, log, and monitor all Contractor or City initiated claims, changes, extra work, and change orders. Assist the City Project Manager with negotiating all claims to an agreed upon Contractor/Consultant/City conclusion. Submit change orders to the City for approval. Prepare a report providing statement of claim, extra work, or change; background leading to issue; resolution alternatives; and resolution recommendation for action by the City. Prepare written justification and independent cost estimates for each change order and negotiate costs with the Contractor. Prepare claims, extra work, and change orders that require design modifications or clarificat ions, including revisions to the drawings, details, and specifications. Assist the City Project manager with resolving claims, extra work, and change orders for changes to the work and obtain City approval. Page S of 6 PSA26-3892FAC Page 16 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF SchneiderCf:/i Task 3: Project Closeout 6353 El Camino Real, Suite C Carlsbad, CA 92009 Tel: 619-905-5522 Fax: 888-638-1504 Assist the City by prepare detailed project punch lists at closeout of the project, coordinating the various City Departments' and Architects' concerns and corrections. Attend punch list walk throughs with each City Department that requests to provide a punch list of corrective actions. Upon correction of deficiencies, the CM shall schedule, coordinate, and conduct a final walk- through prior to the acceptance of work with the City's Project Manager, and Architect. Verify work, testing, cleanup and demobilization is complete. Check and submit final payment requests, two working days after final walk-through. Review and certify that the Contractor's project record drawings are complete and accurate. Prepare a Project Close-out Matrix of all tasks required by the Specifications and Contract Documents prior to close-out. Track the completion of these tasks. Validate the As-built documents are true and accurate. Page 6 of 6 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 6/23/2025 ~ SCHNINC-02 LOVELACEJ 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 License # OE67768 ij~~I~cT Judy Lovelace IOA Insurance Services wgNJo, Ext): (858) 200-4542 FAX 3636 Nobel Drive (A/C, Nol: Suite 410 itlJ~ss: judy.lovelace@ioausa.com San Diego, CA 92122 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: RLI Insurance Company 13056 INSURED INSURER B: Continental Casualty Company 20443 SchneiderCM, Inc. INSURERC: 6353 El Camino Real, Suite C INSURERD: Carlsbad, CA 92009 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTR INSD WVD IMM/DDNYYYl IMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ ~ -DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR X X PSB0001593 7/1/2025 7/1/2026 ~ Limited Cont Llab PREMISES /Ea O"""rrence\ $ X MED EXP (Any one person) $ 10,000 X Sev of Int PERSONAL & ADV INJURY $ 2,000,000 ~ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY [K rr8..= ~ LOG PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) ANY AUTO X PSB0001593 7/1/2025 7/1/2026 BODILY INJURY (Per person) $ OWNED SCHEDULED ~ AUTOS ONLY -AUTOS BODILY INJURY /Per accident) $ X ~L\WsoNLY ___!_ ~8rocl1J~t~ iP~f~&,~1;,';',SAMAGE $ X No Co. Owned Autos $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ ~ - EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED I RETENTION$ $ A WORKERS COMPENSATION XI ~~fTUTF I gJH-AND EMPLOYERS' LIABILITY Y/N X PSW0001591 7/1/2025 7/1/2026 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ~ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 B Prof Llab/Clms Made MCH591889923 7/1/2025 7/1/2026 Per Claim 3,000,000 B Ded.: $10K Per Claim MCH591889923 7/1/2025 7/1/2026 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, mC be attached if more space is required) Re: All Construction Management Services performed by the Named Insured to the ity of Carlsbad City of Carlsbad it's officers, agents, employees, and volunteers is/are Additional Insured with respect to General Liability and Hired & Non-Owned Auto Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers Compensation in favor of Additional Insured. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad/CMWD L/~ 1635 Faraday Avenue -~A a?nn11 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF Policy Number: PSB0001593 Named Insured: SchneiderCM, Inc. RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K. 2. Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 0403 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ 2_% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insured SchneiderCM, Inc. Policy No. PSW0001591 Insurance Company RLI Insurance Company Endorsement No. Countersigned By ______________________ _ ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF Policy Number: PSB0001593 RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Schedule Coverage Additional Premium A. Hired Auto Liability $200 B. Non-owned Auto Liability slncluded A. Insurance is provided only for those coverages for which a specific premium charge and Limit of Insurance is shown in the Declarations or in the Schedule. 1. Hired Auto Liability The insurance provided under Paragraph A.1. Business Liability in SECTION II -LIABILITY applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. 2. Non-owned Auto Liability The insurance provided under Paragraph A.1. Business Liability in SECTION II -LIABILITY applies to "bodily injury" or "property damage" arising out of the use of any "non-owned auto" in your business by any person. B. For insurance provided by this endorsement only: 1. The exclusions under Paragraph B.1. Applicable To Business Liability Coverage in SECTION 11-LIABILITY, other than Exclusions a., b., d., f. and i. and the Nuclear Energy Liability Exclu- sion, are deleted and replaced by the following: a. "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph (1) above. This exclusion applies: PPB 321 01 22 Limit of Insurance $2,000,000 Per Occurrence $2,000,000 Per Occurrence (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of injury. This exclusion does not apply to: (1) Liability assumed by the insured under an "insured contract"; or (2) "Bodily injury" arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any work- ers' compensation law. b. "Property damage" to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. c. This insurance does not apply to sums that any person is legally entitled to recover as damages from the owner or operator of an uninsured or underinsured motor vehicle because of injuries caused by an "accident" and arising out of the ownership, mainte- nance or use of such motor vehicle, unless this policy is specifically endorsed to provide uninsured or underinsured motorists cover- age when required by the law in the state where the motor vehicle is licensed or principally garaged. Whether a motor vehicle is an uninsured or underinsured motor vehicle is determined by the law of the state where the vehicle is licensed or principally garaged. Page 1 of 2 Docusign Envelope ID: B84B9F94-D50E-43B8-BDB6-81BC916E02BF 2. Paragraph C. Who Is An Insured in SECTION 11-LIABILITY is replaced for the purposes of this endorsement by the following: 1. Each of the following is considered an insured to the extent that it is: a. You; b. Any other person using a "hired auto" with your permission; c. For a "non-owned auto": (1) Any partner or "executive officer" of yours; or (2) Any "employee" of yours; but only while such "non-owned auto" is being used in your business; and d. Any other person or organization, but only for their liability because of acts or omissions of an insured under a., b. or c. above. However, none of the following is an insured: a. Any person engaged in the business of his or her employer for "bodily injury" to any co-"employee" of such person in- jured in the course of employment, or to the spouse, child, parent, brother or sis- ter of that co-"employee" as a conse- quence of such "bodily injury", or for any obligation to share damages with or re- pay someone else who must pay dam- ages because of the injury; b. Any partner or "executive officer'' for any "auto" owned by such partner or officer or a member of his or her household; c. Any person while employed in or other- wise engaged in duties in connection with an "auto business", other than an "auto business" you operate; d. The owner or lessee (of whom you are a sublessee) of a "hired auto" or the owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee; or e. Any person or organization for the con- duct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. Limit of Insurance The Limit of Insurance under this endorsement is shown in the schedule above. The Limit of Insurance will apply separately to each "occurrence" resulting from Hired Auto Liability or Non-owned Auto Liability. For Hired Auto Liability and Non-owned Auto Liability covered by this endorsement, the Limit of Insurance is the most we will pay for the total of all damages resulting from any one "occurrence" regardless of the number of: a. Insureds; b. "Autos"; c. Claims that are made or "suits" that are brought; or d. Persons or organizations making claims or bringing "suit". D. The following additional definitions apply: 1. "Auto business" means the business or occu- pation of selling, repairing, servicing, storing or parking "autos". 2. "Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers" or members of their households. 3. "Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your part- ners or your "executive officers", or members of their households, but only while used in your business or your personal affairs. 4. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 321 01 22 Page 2 of 2