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HomeMy WebLinkAboutDEVCO RT Inc dba DEVCO; 2025-10-27; PWM25-3871TRANPWM25-3871TRAN LA COSTA CULVERT CLEANUP 6630 Page 1 City Attorney Approved 6/5/24 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT LA COSTA CULVERT CLEANUP This contract is made on the ______________ day of _________________________, 2025 (“Contract”), by the City of Carlsbad, California, a municipal corporation (“City”) and DEVCO RT, Inc. dba DEVCO, a California corporation whose principal place of business is 43391 Business Park Drive, Suite C-1, Temecula, California 92590 (“Contractor”). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called “Project”). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, as contained in the Standard Specifications for Public Works Construction “Greenbook”, latest edition and including all errata; Part 1 General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Dmitry Johnson (City Project Manager) PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. PREVAILING WAGE RATES. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Contract 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 Sections 1770, 1773 and 1773.1 of the California Labor Code. Consistent with the requirement of Section 1773.2 of the California Labor code, a current copy of applicable wage rates may be obtained via the internet at: www.dir.ca.gov/dlsr/. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Contract. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which requires keeping accurate payroll records, verifying and Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A 27th October PWM25-3871TRAN LA COSTA CULVERT CLEANUP 6630 Page 2 City Attorney Approved 6/5/24 certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Labor Code Section 1776. DIR REGISTRATION. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Contract 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 Contract, Contractor must furnish the City with the subcontractor or subconsultant's current DIR registration number. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATION. 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. CALIFORNIA AIR RESOURCES BOARD (CARB) IN-USE OFF-ROAD DIESEL FUELED FLEETS REGULATION. Contractors are required to comply with the requirements of the In-Use Off-Road Diesel-Fueled Fleet regulations, including, without limitation, compliance with Title 13 of the California Code of Regulations section 2449 et seq. throughout the term of the Project. More information about the requirements and Contractor’s required certification is provided in Exhibit D. CONSTRUCTION MANAGEMENT SOFTWARE. Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non- productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A PWM25-3871TRAN LA COSTA CULVERT CLEANUP 6630 Page 4 City Attorney Approved 6/5/24 The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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. BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. INDEMNITY. 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, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys’ fees for litigation, arbitration, or other dispute resolution method. 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. JURISDICTION AND VENUE. This Agreement shall be interpreted in accordance with the laws of the State of California. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Contract is San Diego County, California. Start Work: Contractor agrees to start within ten (10) working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within fifteen (15) working days after receipt of Notice to Proceed. CONTRACTOR’S INFORMATION. DEVCO RT, Inc. dba DEVCO 43391 Business Park Drive, Suite C-1 (name of Contractor) 1105687 (street address) Temecula, California 92590 (Contractor’s license number) A – 6/30/2027 (city/state/zip) 951-221-3633 (license class. and exp. date) 1001084629 – 6/30/2028 (telephone no.) nr@decvo-inc.com (DIR registration number and exp. date) (e-mail address) Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A Docusign Envelope ID: 5FC90588-F9CF-4249-AE8E-F465D2AAD67A ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/16/2025 ~ 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 Phone: (951 )694-0625 ~2tl~CT Certificate Department Fax: (951)719-3350 wgN,f0 Extl: (951 )694-0625 I rffc Nol: (951)719-3350 PSA Realty & Insurance Services E-MAIL certs@psainsurance.com PO Box 720 ADDRESS: Temecula, California 92593-0720 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Scottsdale Insurance Company 41297 INSURED INSURERB : United Financial Casualty Company 11770 DEVCO RT Inc dba DEVCO INSURERC : Richmond National Insurance Company 17103 43391 Business Park Dr. Ste. C-1 INSURERD : State Compensation Insurance Fund Of California 35076 Temecula, CA 92590 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 30435 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 ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ,uc,n uuun POLICY NUMBER IMM/DDNYYYI IMM/DDNYYYI LIMITS ti' COMMERCIAL GENERAL LIABILITY VRS0008124 4/25/2025 4/25/2026 EACH OCCURRENCE $ 1,000,000 A f--D CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED 50,000 f--PREMISES /Ea occurrence\ $ ti' N MED EXP (Any one person) $ :,,uuu f--1,000,000 PERSONAL & ADV INJURY $ f--2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl 0 PRO-D Loc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY 980487693 10/26/2025 4/26/2026 COMBINED SINGLE LIMIT $ 1,000,000 B (Ea accident) 7 ANY AUTO BODILY INJURY (Per person) $ f---OWNED SCHEDULED AUTOS ONLY AUTOS N BODILY INJURY (Per accident) $ f--HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY /Per accident\ $ f--- $ UMBRELLA UAB Fl OCCUR RN-7-0513810 9/15/2025 4/25/2026 EACH OCCURRENCE $ 2,000,000 C ti' EXCESS LIAB 2,000,000 CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ N $ WORKERS COMPENSATION 9358655-2025 4/27/2025 11/13/2025 ti' I ~ff TUTE I I OTH-D AND EMPLOYERS' LIABILITY ER Y/N 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE @ N/A N E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 g~Sc:~itni~ 0n~OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Contractors Pollution Liability N VRS0008124 4/25/2025 4/25/2026 Each Claim 1,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City, its officials, employees and volunteers are named as additional insured when required by written contract per company form VP E 201(6 22) attached. CERTIFICATE HOLDER CANCELLATION Holder's Nature oflnterest : Additional Insured SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 947 AUTHORIZED REPRESENTATIVE Murrieta, CA 92564 Q . -,,,.,-. I ,~----.· .. ~-•• -_ :~-<-. I • . . . . • --.·· © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number: VRS0008124 Effective Date: 04/25/2025 Expiration Date: 04/25/2026 VIRTUE RISK PARTNERS VIRTUE PACK COMMON POLICY CONDITIONS This endorsement modifies insurance provided under VIRTUE PACK SERVICE BUSINESS PACKAGE POLICY. Notwithstanding anything contained to the contrary in this VIRTUE PACK Service Business Package Policy, it is hereby agreed that all coverages bound and scheduled in the VIRTUE PACK Service Business Package Policy Declarations or the Contractors Pollution Liability Supplemental Declarations are subject to the following terms and conditions. In the event of a conflict between the provisions of these Common Policy Conditions and any Coverage Part, the provisions of these Common Policy Conditions shall control. A. LIMITS OF LIABILITY AND DEDUCTIBLE - ALL COVERAGE PARTS 1. With the exception of any defense costs paid under the Commercial General Liability Coverage Part, the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations under Item III: Limits of Liability, is the most we will pay for the sum of CLAIMS, CLAIMS EXPENSES, occurrences or damages under all Coverage Parts, Optional Coverages, Supplemental Coverages, and Supplementary Payments under this VIRTUE PACK Service Business Package Policy. 2. If any CLAIM under any Coverage Part of this VIRTUE PACK Service Business Package Policy applies to multiple Coverage Parts, then the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations shall be limited to the highest applicable Limit of Liability payable under any one of the applicable Coverage Parts, with the exception of any applicable Excess Liability Coverage. B. ADDITIONAL INSURED 1. It is understood and agreed that Section II. WHO IS AN INSURED of the Commercial General Liability Coverage Part and Section IV. DEFINITIONS, Paragraph I. INSURED of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts, as applicable, are amended to include ADDITIONAL INSUREDS, but only with respect to liability for "bodily injury," "property damage," “personal and advertising injury” or LOSS caused, in whole or in part, by: a) "your work”, YOUR SERVICES, or PROFESSIONAL SERVICES performed for that ADDITIONAL INSURED and included in the "products-completed operations hazard"; b) Your acts or omissions in the performance of your ongoing operations for that ADDITIONAL INSURED; or c) The acts or omissions of those acting on your behalf in the performance of your ongoing operations for that ADDITIONAL INSURED. However: 1. The insurance afforded to such ADDITIONAL INSURED only applies to the extent permitted by law; and 2. If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the insurance afforded to such ADDITIONAL INSURED will not be broader than that which you are required by the contract or agreement to provide for such ADDITIONAL INSURED. 2. With respect to the insurance afforded to any ADDITIONAL INSURED, the following is added to Section III. LIMITS OF INSURANCE of the Commercial General Liability Coverage Part and Section V. LIMITS OF LIABILITY AND DEDUCTIBLE of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts: If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the most we will pay on behalf of the ADDITIONAL INSURED is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance, whichever is less. VP E 201(6/22)Page 1 of 10 © 2022 Virtue Risk Partners, LLC It is understood and agreed that for the purposes of this Endorsement the following definition shall apply. A. ADDITIONAL INSURED means: 1. Any person or entity specifically endorsed onto this Policy as an ADDITIONAL INSURED. If any, such ADDITIONAL INSURED shall maintain only those rights pursuant to this Policy as are specified by endorsement; or 2. Any person or organization the NAMED INSURED is required to name as an additional insured in a written contract or agreement, but only with respect to “your work,” YOUR SERVICES or PROFESSIONAL SERVICES performed by or on behalf of the NAMED INSURED for that person or organization. However, such persons or organizations are covered only with respect to “bodily injury,” “property damage,” “personal and advertising injury,” or LOSS arising out of “your work,” YOUR SERVICES or PROFESSIONAL SERVICES and are not covered for any “bodily injury,” “property damage,” “personal and advertising injury,” or LOSS arising out of the person’s or organization’s own liability. C. EXCLUSIONS There is no coverage whatsoever under this Policy for any of the following. We will also have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. 1.Cross Suits Any INJURY or DAMAGE, liability or obligation from any CLAIM initiated, alleged or caused to be brought about by a NAMED INSURED or INSURED against any other NAMED INSURED or INSURED. This exclusion shall not apply to INJURY, DAMAGE, or CLAIMS brought by any person(s) or organization(s) whom you agree, in a written contract, to name as an ADDITIONAL INSURED, provided such ADDITIONAL INSURED: a) is not a parent, subsidiary or affiliate of any NAMED INSURED; b) does not have any ownership interest in any NAMED INSURED; c) is not owned, operated, controlled, or managed by any NAMED INSURED. 2. Prior Knowledge, Expected or Intended Injury BODILY INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION CONDITIONS or any LOSS expected or intended, should have been known by, or could have reasonably been expected by any RESPONSIBLE INSURED, to give rise to a CLAIM. This exclusion shall not apply to BODILY INJURY resulting from the use of reasonable force to protect persons or property. 3.Intentional Acts BODILY INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE or any LOSS based upon or arising from any acts of an INSURED which are based upon or otherwise attributed to the INSURED'S intentional, willful, dishonest, fraudulent, malicious, deliberate or knowingly wrongful act, including but not limited to such behavior or non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body prior to or after inception of this Policy, including but not limited to an intentional discharge, seepage, disposal, dispersal, migration, release of any substance that could cause a POLLUTION CONDITION, committed by or at the direction of a RESPONSIBLE INSURED. This exclusion does not apply to a RESPONSIBLE INSURED that did not commit, participate in, or have knowledge of such an act. 4. Workers' Compensation Any liability or obligation of any INSURED under any workers compensation, disability benefits, unemployment compensation, employee benefits, pension sharing, ERISA law or any similar federal, state or local law and any amendments thereto. 5. Employment Practices Liability INJURY OR DAMAGE to: a.A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person’s employment; or VP E 201(6/22)Page 2 of 10 © 2022 Virtue Risk Partners, LLC (3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or b. The spouse, child, parent, brother or sister of that person as a consequence of INJURY OR DAMAGE to that person at whom any of the employment-related practices described in paragraphs (1), (2) or (3) above is directed. This exclusion applies whether the injury-causing event described in paragraphs (1), (2) or (3) above occurs before employment, during employment or after employment of that person. This exclusion applies: 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 the injury. 6. Employer's Liability BODILY INJURY to: 1. An EMPLOYEE of any INSURED, their parent, subsidiary or affiliate, arising out of and in the course of employment by any INSURED, their parent, subsidiary or affiliate, or while performing duties related to the conduct of any INSURED'S business or the business of any INSURED’s parent, subsidiary or affiliate; and 2. The spouse, child, parent, brother or sister of that EMPLOYEE as a consequence of Paragraph 5 a. above. This exclusion applies whether any INSURED may be liable as an employer or in any other capacity and to any obligation of any INSURED to share damages with or repay someone who must pay damages because of such BODILY INJURY. This exclusion does not apply to liability assumed by any INSURED under an INSURED CONTRACT. 7.Related ClaimsAny coverage provided under this Policy shall not apply to a CLAIM previously reported to the Company or any CLAIM or CLAIMS EXPENSES involving substantially the same general conditions or allegations that gave rise to any demand as referenced in the application, including any addendum or addenda attached thereto. 8. Injunctive Relief, Fines and Penalties Any CLAIM seeking injunctive relief or payment for fines or penalties. 9.Project CoverageAny liability or obligation from any project for which any INSURED is an insured on a separate project-specific policy issued by any insurance company. 10. Unsolicited Communications Any liability or obligation, including obligations to pay damages or defend any claim or suit by reason of the assumption of liability in an INSURED CONTRACT, from unsolicited communications or allegations of unsolicited communications made by or on behalf of any INSURED. Unsolicited communications means any form of communication, distribution, or the transmittal or publication of information or material, including, but not limited to facsimile, electronic mail, postal mail, express mail, telephone, internet or web-based advertisement, instant message, SMS message or text message that the recipient has not specifically requested. Unsolicited communications includes, but is not limited to actual or alleged violations of: a. The Telephone Consumer Protection Act (47 U.S.C 227), including any amendment of, or addition to, such statute; b. The Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C 7701), including any amendment of, or addition to, such statue; or c. Any other statue, ordinance or regulation relating to the communication, distribution or transmittal of unwanted content, information or material. VP E 201(6/22)Page 3 of 10 © 2022 Virtue Risk Partners, LLC 11. Access or Disclosure of Confidential or Personal Information Any liability or obligation arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person’s or organization’s confidential or personal information. 12. Cyber Liability Any liability or obligation arising out of any cyber liability, including but not limited to data breach, spyware, malware, ransomware, phishing, or other electronic system hack or breach. 13. Climate Change Any liability or obligation arising out of allegations related to global warming or climate change, including but not limited to effects of any naturally occurring or man-made gas, on the earth’s climate. 14. Fire Suppression Negligence Exclusion Any liability or obligation arising out of the NAMED INSURED’S failure to provide safeguards, monitoring or emergency fire suppression equipment, during and up to one hour after performing any operations involving any activity or operation that generates sparks, flames or heat capable of causing combustion. 15. War Any liability or obligation of any INSURED caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personal or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 16. Radioactive Waste Any liability or obligation for radioactive, toxic or explosive properties of NUCLEAR MATERIAL. This exclusion shall not apply to the INSURED’S work as it relates to remediation and/or decommissioning of nonreactive sites which may contain or have become contaminated with Low-Level Radioactive Waste as defined in the Low-Level Radioactive Waste Policy Act and which is under the regulatory authority of the Atomic Energy Act of 1954, as amended. 17. NUCLEAR EXCLUSION I. Any obligation: A. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE: 1. With respect to which an INSURED under the Policy is also an INSURED under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an INSURED under any such policy but for its termination upon exhaustion of its limit of insurance; or 2. Resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and with respect to which: (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the INSURED is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. VP E 201(6/22)Page 4 of 10 © 2022 Virtue Risk Partners, LLC B Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, first aid, to expenses incurred with respect to BODILY INJURY, sickness, disease or death resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and arising out of the operation of a NUCLEAR FACILITY by any person or organization. C. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE resulting from HAZARDOUS PROPERTIES of NUCLEAR MATERIAL, if: 1. The NUCLEAR MATERIAL is at, or has been discharged or dispersed from any NUCLEAR FACILITY owned by, or operated by or on behalf of, an INSURED; or 2. The NUCLEAR MATERIAL is contained in SPENT FUEL or WASTE and was at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or 3. The injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any NUCLEAR FACILITY, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to injury to or destruction of property at such NUCLEAR FACILITY, PROPERTY DAMAGE to such NUCLEAR FACILITY and any property thereat. As used in this Endorsement: A.HAZARDOUS PROPERTIES mean radioactive, toxic or explosive properties. B.NUCLEAR FACILITY means: 1. Any NUCLEAR REACTOR; 2. Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing SPENT FUEL, or (c) handling, processing or packaging WASTE; 3. Any equipment or device used for the processing fabricating or alloying of SPECIAL NUCLEAR MATERIAL, if at any time the total amount of such material in the custody of the INSURED at premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any of the combination thereof, or more than 250 grams of uranium 235; or 4. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of WASTE including the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. C.NUCLEAR MATERIAL means SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, or BY- PRODUCT MATERIAL. D. NUCLEAR REACTOR means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. E. SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, and BY-PRODUCT MATERIAL have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. F. SPENT FUEL means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a NUCLEAR REACTOR. G. WASTE means any waste material: (a) containing BY-PRODUCT MATERIAL other than the tailings or waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its SOURCE MATERIAL content, and (b) resulting from the operation by any person/organization of any NUCLEAR FACILITY included in the first two paragraphs of NUCLEAR FACILITY. With respect to injury to or destruction of property, the word injury or the word destruction includes all forms of radioactive contamination of property. PROPERTY DAMAGE also includes all forms of radioactive contamination of property. VP E 201(6/22)Page 5 of 10 © 2022 Virtue Risk Partners, LLC D. GENERAL CONDITIONS 1. Actions Against Company: No action shall lie against the Company unless, as a condition precedent thereto, each INSURED has fully complied with all of the provisions of this Policy, or until the amount of the INSURED’S obligation to pay shall have been finally determined either by written agreement of the INSURED or by judgment against the INSURED after actual trial and appeal has been concluded. Any person, organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED liability, nor shall the Company be impleaded by the INSURED or his legal representative. 2. Additional Premiums: If, during this POLICY PERIOD, an increase in the risk or hazards covered hereunder occurs, the Company shall have the right to charge the appropriate additional premium. 3.Assignment: This Policy may not be assigned and shall be void if assigned or transferred without prior written consent of the Company. 4.Bankruptcy or Insolvency: Bankruptcy or Insolvency of the INSURED or of the INSURED estate shall not relieve the Company of any of its obligations hereunder. 5. Cancellation: This Policy may be cancelled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing written notification stating when thereafter the cancellation shall be effective. This Policy may be cancelled by the Company for any reason, by mailing to the NAMED INSURED at the address shown in the Policy, written notification not less than 60 days (10 days for nonpayment of premium) thereafter such cancellation shall be effective. Proof of mailing of such notification shall be sufficient proof of notification. The time of surrender or the effective date and hour of cancellation stated in the notification shall become the end of the POLICY PERIOD. Delivery of such written notification either by the NAMED INSURED or by the Company shall be equivalent to mailing. If the NAMED INSURED cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company cancels, earned premium shall be computed pro rata. Premium adjustment may be either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. The Company shall be entitled to cancel for non-payment of premium should monies, including, but not limited to premium, fees, or deductibles, be owed on any current or past policy by any NAMED INSURED to the Company. The Company shall be entitled to retain any unearned premium toward such monies owed. 6. Changes: Notification to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy. 7.Choice of Law: The policy shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflict of law rules. 8.Coverage Territory. This Policy applies to CLAIMS made: a. In the United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph 1 above; or c. All other parts of the world if the injury or damage arises out of: i. Goods or products made or sold by the INSURED in the territory described in Paragraph a. above; or ii. The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business. provided the insured's responsibility to pay damages is determined in a CLAIM on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. VP E 201(6/22)Page 6 of 10 © 2022 Virtue Risk Partners, LLC 9. Declarations and Representations: By acceptance of this Policy, the NAMED INSURED agrees that the statements contained in the Application for insurance, all supplemental materials, CLAIM information and any other information including submitted to the Company, including but not limited to the aforementioned, are accurate and complete at the time such information was reported. All submitted information comprise the INSURED’S agreements and representations, and knowledge that this Policy is issued in reliance upon the truth of such representations and that this Policy Declarations, Provisions, and Endorsements embody all agreements existing between all INSUREDS and the Company and supersede any prior express or implied agreements relating to this Policy. The NAMED INSURED acknowledges and agrees that the Application and any other information submitted by the NAMED INSURED is incorporated into, and is part of, this Policy. The NAMED INSURED also acknowledges and agrees that the representations and warranties and contained in the Application or in any other information submitted by the NAMED INSURED in an effort to procure this Policy, are complete, true and correct and that the Company issued this Policy in specific reliance upon the representations and warranties contained in the Application and in any other information submitted by the NAMED INSURED. 10. Independent Counsel: In the event the INSURED is entitled by law to select independent counsel to defend the INSURED at the Company's expense, the attorney fees and all other litigation expenses the Company must pay to that counsel are limited to the rates the Company actually pays to counsel the Company retains in the ordinary course of business in the defense of a similar CLAIM or in the community where the CLAIM arose or is being defended. Additionally, the Company may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency, including experience in defending CLAIMS similar to the one pending against the INSURED and to require such counsel to have errors and omissions insurance coverage. As respects any such counsel, the INSURED agrees that counsel will timely respond to the Company's requests for information regarding the CLAIM. Furthermore, the INSURED may at any time, by its signed consent, freely and fully waive its right to select independent counsel. 11. Inspection and Audit: Any of the Company’s authorized representatives shall have the right and opportunity, but not the obligation, when the Company so desires, to interview persons employed by the INSURED and to inspect at any reasonable time, during the POLICY PERIOD or thereafter, the INSURED'S premises, equipment, operations, COVERED LOCATIONS and all improvements, structures, products, ways, works, machinery and appliances thereon; but neither the Company nor its representatives shall assume any responsibility or duty to the INSURED or to any other party, person or entity, by reason of such right or inspection. Neither the Company’s right to make inspections, nor the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation. The NAMED INSURED agrees to provide access to appropriate personnel to assist the Company’s representatives during any inspection. The Company shall also have the right to examine or audit any financial records of the NAMED INSURED to inspect for accuracy in reporting income or revenue as represented and warranted in the Application. Premium audits may be processed as a result of such inspection, after any policy expires or is terminated. Premium adjustment calculations shall determine additional premiums due, if any, and shall not result in any mid-term downward adjustment of premium. 12. Material Change in Risk: The INSURED must endeavor to notify the Company, in writing, of any change in operations which materially increases the risk from that originally assumed by the Company at Policy inception. Any failure by the INSURED to notify the Company may void all additional risk presented to the Company, if that failure to notify the Company presents additional exposure that the company has not had the opportunity to assess or receive due consideration for. The Company reserves the right to rescind all coverage offered under this policy, accordingly. VP E 201(6/22)Page 7 of 10 © 2022 Virtue Risk Partners, LLC 13. Mediation and Deductible Credit: If the INSURED and the Company agree to use Mediation to resolve a covered CLAIM, and is completely resolved by such Mediation, the INSURED’s Deductible obligation will be reduced by 75%, subject to a maximum monetary reduction of $35,000. For the purpose of this paragraph, Mediation means a non-binding process where a neutral panel of individuals assist the parties to reach their own settlement. When this occurs, we will reimburse the NAMED INSURED as soon as practical for any qualifying deductible amount which was already paid by the NAMED INSURED prior to the Mediation. 14. Minimum Earned Premium: If this Policy is cancelled at the request of any NAMED INSURED, the total retained by the Company shall not be less than 25.00%. 15. Nonrenewal: The Company may non-renew this Policy by mailing or delivering to the NAMED INSURED at the address stated on the Declarations Page, or any endorsement amending the Declarations Page, written notice of nonrenewal at least sixty (60) days before the expiration date of this Policy. The offer of Policy terms, conditions or premium different than those in effect prior to renewal, shall not constitute non-renewal. 16. Other Insurance: Commercial General Liability Coverage Only: a.Primary Insurance: This insurance is primary except when b. below applies. b.Excess Insurance: (1) This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; (d) If the loss arises out of the maintenance or use of aircraft, “auto” or watercraft to the extent not subject to Exclusion g. of Coverage A (SECTION I); or (e) That is valid and collectible insurance available to you under any other policy. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all other insurance. If a loss occurs involving two or more policies, each of which states that its insurance will be excess, then our policy will contribute on a pro rata basis. All Other Coverage Parts except the Environmental Impairment Liability Coverage Part: If any part of either LOSS or CLAIMS EXPENSE are covered under this Policy and any other valid and collectible current, prior or subsequent Policy(ies) issued by any other insurer, this Policy shall provide coverage for such LOSS or CLAIMS EXPENSE on a pro rata basis with such other policy according to the applicable Limits of Liability of the applicable Coverage Part and such other policy. This coverage shall apply on an excess basis over any and all Project Specific Policies. VP E 201(6/22)Page 8 of 10 © 2022 Virtue Risk Partners, LLC This insurance shall in no way be increased or expanded as a result of the receivership, insolvency, or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend. This also applies to the INSURED while acting as a self-insured for any coverage. The INSURED shall promptly upon the request of the Company provide the Company with copies of all policies potentially applicable against the liability to which this Policy applies. The Company’s obligation to make any payment for TRANSPORTATION shall be on an excess and non-contributory basis over any other primary and excess insurance available to the INSURED, whether collectible or not. 17. Primary Non-Contributory: Except as otherwise specified herein, this Policy shall be considered primary to any similar insurance held by third parties with respect to “your work,” YOUR SERVICES and PROFESSIONAL SERVICES performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which person(s) or organizations(s) as referenced above may have, is excess and non-contributory to this insurance. 18. Severability: Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this Policy to the NAMED INSURED, this insurance applies as if each NAMED INSURED were the only NAMED INSURED and separately to each INSURED against whom a CLAIM is made. Notwithstanding the foregoing, where no coverage is afforded under this policy to the NAMED INSURED, no coverage is afforded to any INSURED under this policy. 19. Sole Agent: The NAMED INSURED first listed in the Declarations shall be deemed agent of, and act on behalf of, all other INSUREDS, if any, with respect to all matters involving this policy, including the payment or return of premium, payment of all deductibles, receipt and acceptance of any endorsement issued to form a part of the Policy, giving and receiving notification of cancellation or non-renewal, and the exercise the Policy of the rights provided in the Extended Reporting Period clause, if applicable. The Company shall have the right to seek indemnification from any INSURED or any other person who may be legally liable for the debts of the NAMED INSURED. 20. Transfer or Recovery Rights: If the Company pays any amount or incurs CLAIM EXPENSE under this Policy, the Company shall be subrogated to the rights of recovery of each INSURED, against any person, firm or organization. All INSUREDS shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights, including without limitation, assignment of the INSURED rights against any person or organization on account of which the Company made payment or incurred coverage expense under this Policy. The INSURED shall do nothing to waive or prejudice such rights either prior or subsequent to any CLAIM. 21. Transfer of the NAMED INSURED’S Rights and Duties: The NAMED INSURED’S rights and duties under this policy may not be transferred without the Company’s written consent except in the case of death of an individual NAMED INSURED. If an individual NAMED INSURED dies, their rights and duties will be transferred to the NAMED INSURED’S legal representative, but only while acting within the scope of duties as the NAMED INSURED’S legal representative. Until the NAMED INSURED’S legal representative is appointed, anyone having proper temporary custody of the NAMED INSURED’S property will have the NAMED INSURED’S rights and duties, but only with respect to that property. 22. Waiver of Subrogation: The Company waives any right of recovery it may have against any person(s) or organization(s) to whom the NAMED INSURED agrees, in a written contract, to provide a waiver of subrogation because of payments the Company makes for injury or damage arising out of the YOUR SERVICES done under a contract with that person or organization. This status exists only for the project specified in that contract. Under no circumstances shall this provision act to extend the policy period, change the scope of coverage, or increase the Aggregate Limits of Insurance scheduled in the VIRTUE PACK Service Business Package Policy Declarations or in any Supplemental Declarations. This paragraph shall not apply to the Environmental Impairment Liability Coverage Part. VP E 201(6/22)Page 9 of 10 © 2022 Virtue Risk Partners, LLC 23. Claim and Loss Apportionment. If a Claim made against an Insured includes both covered and uncovered allegations, or is made against an Insured and others not insured, the Insured and the Company recognize that there must be an allocation between covered and uncovered Claim Expenses and Loss payments, if any. The Insured and the Company shall use good faith efforts to agree upon a fair allocation between covered and uncovered Claims, Claim Expenses, and Loss taking into account the relative legal and financial exposures, and the relative benefits obtained in connection with the defense and/or settlement of the Claim by the Insured or others. a. If the Insured and the Insurer are unable to agree on the amount of the allocation, then the Company shall pay only those amounts (excess of the Deductible) which the Company deems to be fair and equitable until a different amount shall be agreed upon or determined pursuant to the terms of this Policy. b. The Company may advance Claims Expenses and or Loss and pursuant to this paragraph prior to the final disposition of any such Claim, provided such Claim is covered by this Policy. Any such advance shall be on the condition that: (1) the appropriate Deductible has been satisfied; and (2) any amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the Declarations to the extent they are not in fact repaid; and (3) the Insured and the Company have agreed upon the portion of the Claims Expenses or Loss attributable to covered Claims against the Insureds; provided, however, if no agreement, the Company shall pay Costs of Defense as specified herein; and (4) in the event it is finally established that the Company has no liability under the Policy for such Claim, the Insured will repay the Company all Claims Expenses and/or Loss advanced by virtue of this provision. All other policy terms and conditions shall remain the same. PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY. THIS ENDORSEMENT CHANGES THE POLICY. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. VP E 201(6/22)Page 10 of 10 © 2022 Virtue Risk Partners, LLC