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The San Diego Society of Natural History; 2026-01-05; PSA26-4008TRAN
PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR PALEONTOLOGICAL MONITORING SERVICES FOR THE CARLSBAD BOULEVARD BEACH ACCESS REPAIRS PROJECT NO. 3896 THE SAN DIEGO SOCIETY OF NATURAL HISTORY THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation (“City”) and The San Diego Society of Natural History, a California nonprofit corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in paleontological monitoring services. B. Contractor has the necessary experience in providing professional services and advice related to paleontological monitoring 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 for two (2) years from the date first above written. 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 ten thousand five hundred seventy dollars ($10,570). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D 5th January PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 2 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”. 6. 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. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under 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. Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 3 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 10. 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 attorney’s 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. 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. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 4 11.1 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. 11.1.1 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. 11.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, 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. 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 5 pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Tom Frank Name Thomas Demere Title Transportation Director Title Director of PaleoServices Department Transportation Address P.O. Box 121390 City of Carlsbad San Diego, CA 92112 Address 1635 Faraday Ave. Phone No. 619-255-0232 Carlsbad, CA 92008 Email tdemere@sdnhm.org Phone No. 442-339-2766 Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 6 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. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 7 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. 22. 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. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including 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 Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 8 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. 25. 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. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. 30. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. [signatures on following page] Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California THE SAN DIEGO SOCIETY OF NATURAL HISTORY, a California non-profit corporation, By: By: (sign here) PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager Judy Gradwohl, President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Matt Jawlik, Chief Financial Officer 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: 6002C716-B1B3-4335-ADDD-626B4E0C883D PSA26-4008TRAN City Attorney Approved Version 10/23/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D Not to Exceed {NTE) Scope and Budget {No Foss ils Discovered) Activity Rate Multiplier Unit Cost Pre-Field $830 Field Time (Daily Rate) $95 80 hours $7,600 Mileage $0.70 700 miles $490 Final Report Preparation $1,650 Total $10,570 Proposal to Conduct Paleontological Monitoring Carlsbad Beach Access Repair Project City of Carlsbad, California December 17, 2025 (revised) Prepared for: GHD 320 Goddard Way, Suite 200 Irvine, CA 92618 Prepared by: Thomas A. Deméré, PhD Department of PaleoServices San Diego Natural History Museum P.O. Box 121390 San Diego, CA 92112-1390 PSA26-4008TRAN Exhibit "A" Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D .~~ PALEOSERVICES SAN DIEGO NATURAL HISTORY MUSEUM thenat SAN DIEGO NATURAL HISTORY MUSEUM Services & Benefits of Working with the San Diego Natural History Museum Department of PaleoServices The San Diego Society of Natural History, a not-for-profit scientific organization incorporated 150 years ago in 1874, operates the San Diego Natural History Museum in San Diego’s historic Balboa Park. Within the Museum, the Department of PaleoServices and its sister department, the Department of Paleontology, are staffed by 15 full- and part-time personnel with extensive professional experience in conducting paleontological work in the southern California region (San Diego, Riverside, Orange, Imperial, San Bernardino, Los Angeles, and Kern counties). This experience has been achieved through decades of active fieldwork, fossil collection, laboratory analysis, and study. The majority of our paleontological monitors have worked for the Museum for over ten years and have developed invaluable skills and personal connections with local and regional grading contractors. With our mission to investigate and interpret the natural history of the southern California and Baja California region, the Museum is in a unique position to offer not only professional paleontological assessment and mitigation services before and during project development activities, but also to offer post-construction services for the treatment and processing of recovered fossil remains. The latter work is carried out in the well-equipped fossil preparation and curation laboratories at our Balboa Park facility. Following completion of all contract work, the Museum then assumes the considerable professional and financial responsibility to preserve and store the recovered and curated fossils in perpetuity for the public good and to make them available to present and future generations. By contracting with the Museum, our clients benefit from the following: • Experienced professional paleontologists with strong working relationships with local and regional builders, utility companies, excavation contractors, environmental professionals, and governmental agencies. • Experienced paleontological monitors employed as full-time, staff members (not contract workers). • Fully equipped fossil preparation laboratory. • State-of-the-art collection storage facility. • Project management approach that balances resource needs and compliance requirements with the reality of active construction schedules, the importance of safety, and the implementation of tight cost-controls. • Knowledge that recovered fossils and accompanying scientific data will be permanently stored, professionally cared for, and made available to the public through scientific study, educational promotion, and general exhibition. • Collaboration with and support of a not-for-profit, charitable organization that has served local and regional communities since 1874. PSA26-4008TRAN Exhibit "A" Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D Scope of Work The San Diego Natural History Museum will: PROVIDE the necessary qualified personnel, equipment, and material to carry out a paleontological monitoring program during project construction as required in MM-Geo-2 of the Project MMRP. The paleontological project director/principal investigator will be Dr. Thomas A. Deméré, Department of PaleoServices, San Diego Natural History Museum. WEAR safety vests, hard hats, and other required PPE at all times when on site. COORDINATE all fieldwork with project management. COMPLY with any and all safety directives from the project manager, general contractor, and public agency representatives. PROVIDE a certificate of liability insurance in the amount of $2,000,000. SUBMIT to the City of Carlsbad any and all required paleontologically-oriented deliverables,. ATTEND required meetings (including pre-construction meetings) concerning the project. PREPARE and submit any and all reports (daily, weekly, monthly) as requested by the project representatives and lead agency staff. PREPARE a final paleontological monitoring report at the completion of fieldwork. In the event paleontological resources are discovered, it will be necessary to supplement the contract with additional tasks and costs. Contingency tasks provided by the Museum may include: EVALUATE unearthed paleontological resources. DEVELOP an excavation/recovery plan for mitigating impacts to unearthed paleontological resources. DIVERT, direct, or temporarily halt construction activities in the area of discovery to allow recovery of significant paleontological resources. SALVAGE and evaluate significance of any newly discovered paleontological resources. PREPARE brief discovery reports, adhering to City guidelines, to be submitted to the City RE and MMC. SCREENWASH matrix samples from selected discovery sites, as necessary. DOCUMENT the stratigraphic and/or geologic context of salvaged fossil remains. TRANSPORT all fossil material collected on the project to the San Diego Natural History Museum. CARRY-OUT initial cleaning, sorting, and identification of collected paleontological materials. CATALOG all collected and prepared fossil material at the designated repository. PSA26-4008TRAN Exhibit "A" Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D Budget Not to Exceed (NTE) Scope and Budget (No Fossils Discovered) Activity Rate Multiplier Unit Cost Pre-Field $830 Field Time (Daily Rate) $95 80 hours $7,600 Mileage $0.70 700 miles $490 Final Report Preparation $1,650 Total $10,570 Contingency Scope and Rates (Fossils Discovered) - Example Only Activity Rate Multiplier Unit Cost Field Time (Salvage - Daily Rate) $760 1 days $760 Fossil Preparation $85 16 hours $1,360 Fossil Curation $85 6 hours $510 Final Report Preparation (Expanded), Augment $1,100 Supplies & Repository Storage Fees $250 Total $3,980 Assumptions The scope of work assumes that paleontological monitoring will involve a maximum of 10, 8-hour workdays (80 hours). The resulting budget represents a not-to exceed amount and will be decreased accordingly if the actual earthwork schedule is less than the assumed hours. In addition, as project construction progresses, the results of paleontological monitoring will be evaluated based on existing geologic conditions and ground truthing of the paleontological potential of on-site geologic deposits. This evaluation may result in a decision to decrease the pace of paleontological monitoring. The scope of work and budget are broken down into the following tasks: pre-field time (contract set up, preparation of any and all required City documents, and attendance at the preconstruction meeting), field time (all-inclusive hourly rate incorporating monitoring, field supervision, and management), mileage (at the current standard IRS rate of $0.70/mile), and final summary report preparation (preparation of a negative final summary report). In the event that fossils are discovered, additional tasks will be required to provide necessary treatment of the fossils. An example contingency scope and budget associated with potential fossil discoveries is included above, and is broken down into the following tasks: additional field work (fossil salvage and recording of sites), fossil preparation and curation (cleaning, identification, cataloguing, and storage), final summary report augmentation (preparation of an expanded report to incorporate paleontological discoveries and discussions of significance), and supplies (laboratory and curation supplies) and repository storage fees. Based on any actual fossil discoveries made during paleontological monitoring, this contingency scope and budget may need to be modified via a change order. Summary All work conducted for this project will comply with City of Carlsbad requirements for paleontological monitoring, and will be executed to the satisfaction of the RE and MMC. Invoicing will be billed monthly on a time-and-materials basis in accordance with the standard billing rates given above. Please note that this proposal will remain valid for 90 days from the date on the cover page. PSA26-4008TRAN Exhibit "A" Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 12/29/2025 Cavignac451 A Street, Suite 1800San Diego CA 92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property Casualty Company of America 25674 SDNATHI-01 Travelers Indemnity Co of Conn 25682San Diego Natural History MuseumP.O. Box 121390San Diego CA 92112-1390 Zurich North America 1794106073 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X Y 6300L365522 7/1/2025 7/1/2026 2,000,000 B 1,000,000 X BA1N953093 7/1/2025 7/1/2026 A X X 10,000,000CUP0L37022A7/1/2025 7/1/2026 10,000,000 X 0 A XYUB0X4534807/1/2025 7/1/2026 1,000,000 1,000,000 1,000,000 C Professional Liability PSO0440400404 7/1/2025 7/1/2026 Each ClaimAggregate $5,000,000$5,000,000 Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. Waiver of subrogation applies to Workers Compensationper policy form. Excess/Umbrella policy follows form over underlying policies: General Liability, Auto Liability & Employers Liability (additional insured andwaiver of subrogation apply when afforded on underlying policies). Professional Liability - Claims made form, defense costs included within limit. If the insurancecompany elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac will provide 30 days notice of such cancellationor nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 947Murrieta CA Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D POLICY NUMBER: 6300L365522 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR MANUFACTURERS AND WHOLESALERS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured -Unnamed Subsidiaries H. Blanket Additional Insured -Governmental B. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury To Co-Employees And Co-Volunteer Workers C. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies D. Blanket Additional Insured -Broad Form Vendors E. Blanket Additional Insured -Controlling Interest F. Blanket Additional Insured -Mortgagees, Assignees, Successors Or Receivers G. Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises PROVISIONS A. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: Entities -Permits Or Authorizations Relating To Operations I. Blanket Additional Insured -Grantors Of Franchises J. Incidental Medical Malpractice K. Medical Payments -Increased Limit L. Blanket Waiver Of Subrogation M. Contractual Liability -Railroads a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. CG D4 58 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D COMMERCIAL GENERAL LIABILITY B. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODILY INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1 )(a), (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" while performing duties related to the conduct of your business. C. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION 11-WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. D. BLANKET ADDITIONAL INSURED -BROAD FORM VENDORS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II -WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. F. BLANKET ADDITIONAL INSURED MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. G. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has CG D4 58 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D COMMERCIAL GENERAL LIABILITY issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. H BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products-completed operations hazard". I. BLANKET ADDITIONAL INSURED GRANTORS OF FRANCHISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that grants a franchise to you is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of your operations in the franchise granted by that person or organization. If a written contract or agreement exists between you and such additional insured, the limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech- language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. Page 4 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. CG D4 58 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission Docusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II -Who Is An Insured. K. MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: COMMERCIAL GENERAL LIABILITY a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. M. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. CG D4 58 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission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ocusign Envelope ID: 6002C716-B1B3-4335-ADDD-626B4E0C883D ... TRAVELERSJ • WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER)