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Narc Destroyer dba GAIACA; 2026-05-27;
Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 AGREEMENT FOR NARCOTIC DESTRUCTION SERVICES NARC DESTROYER, LLC DBA GAIACA THIS AGREEMENT ("Agreement") is made and entered into as of the 27th day of May 20~, by and between the City of Carlsbad, California, a municipal corporation ("City") and Narc Destroyer, a limited liability company, dba GAIACA ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in the destruction of narcotics following Drug Enforcement Administration standards. B. Contractor has the necessary experience in providing professional services and advice related to drug destruction. 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 a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) years 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. City Attorney Approved 10/23/2025 Page 1 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000.00} per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000.00} per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit "A" or agreed to in writing by the parties. 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. 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 City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS City reserves the right to employ other contractors in connection with the Services. City Attorney Approved 10/23/2025 Page 2 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement caused by any negligence, recklessness, or willful misconduct 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, attorneys 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. City Attorney Approved 10/23/2025 Page 3 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 If Contractor maintains higher limits than the minimums shown above, 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. 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty {30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved 10/23/2025 Page 4 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. 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 Cit)f For Contractor: Name Ryan Opeka Name Garrett Rodewald Title Police Captain Title Managing Partner Dept Police Address P.O. Box 188 CITY OF CARLSBAD GONZALES, CA 93926 Address 2560 Orion Way Phone 831-225-0530 Carlsbad, CA 92010 Email grodewald@gaiaca.com Phone 442-339-2100 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. 14. 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 IZI If yes, list the contact information below for all individuals required to file: Name Email Phone Number City Attorney Approved 10/23/2025 Pages Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 15. 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. 16. 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. 17. 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 clea n-fleets. 18. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved 10/23/2025 Page 6 Docusign Envelope ID: E25D761D-DEB0-8E7D-828D-950CD3AFD095 20. 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, only after Contractor is given thirty (30) days right to cure. 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. 21. 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. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. City Attorney Approved 10/23/2025 Page 7 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 23. 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. 24. 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. 25. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 26. 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. II II II II II II II II II Pages City Attorney Approved 10l23l2025 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_2_7t_h ___ day of _M_a_y ________ ~ 20 26 . CONTRACTOR Narc Destroyer, a California limited liability company By: (sign here) Garrett Rodewald, Managing Member By: (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California CHRISTIE CALDERWOOD, Police Chief ATTEST: SHERRY FREISINGER, City Clerk By: Deputy/ Assistant City Clerk 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: JUAW(u, ~-~ Sr. Assistant City Attorney City Attorney Approved 10/23/2025 Page 9 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 EXHIBIT A SCOPE OF SERVICES AND FEE Narc Destroyer, LLC dba GAIACA ("Contractor") shall perform on-site destruction of illicit narcotics and controlled substances, including Schedule I-V substances, for the Carlsbad Police Department. Services shall be provided on an as-needed basis and scheduled through the Carlsbad Police Department Property and Evidence Division. Narcotics shall be destroyed through pulverization using an ARV system and full chemical dissolution until the substances are determined to be non-retrievable. Substances may remain in their original packaging, including wrapped or baled materials, during the destruction process. Upon completion of each destruction service, Contractor shall provide the Carlsbad Police Department with a completed Form-41 Certification of Destruction (COD) and an Axon Body Worn Camera video clip documenting the destruction process. • A standard service is comprised of a mobilization charge, operation/labor charge, cost of consumables and materials, and a final disposal charge. Contractor shall utilize Drug Destruction On Demand ("DDOD") as a consumable good for narcotics destruction. The cost of DDOD must be paid by City prior to scheduling of service. Contractor may utilize another chemical product at any time without notice. • Per Title 21 CFR, Chapter II (Drug Enforcement Administration, Department of Justice), Part 1317 Disposal, controlled substances shall be rendered non-retrievable. All rendered waste material shall be transported to the appropriate permitted solid waste facility for further treatment and/or disposal. • A Certificate of Destruction (CoD), Bill of Lading (BoL), or Waste Manifest/Tracking Document shall be provided at the completion of each project, at no additional cost. Video surveillance is available upon request. • Prior to scheduled pickups, Contractor will provide a 30-minute courtesy call to confirm appointment. If unanswered, Contractor will assume confirmation. Onsite cancellation, denied access to facility, extended wait time (greater than 15 minutes), and waste not present for pickup, all constitute a "Late/ No Cancellation" event, and is subject to fees. • Weight limit per 55-gallon drum is 300 lbs. (average 200-300 lbs. narcotics capacity). A minimum of five (5) 5-gallon drums of DDOD will be used per 55-gallon drum of narcotics. • Hazardous/Universal Waste (batteries, vapes, e-cigarettes, lighters, scales, biohazards, chemicals, etc.) and metal containing items (firearms, knives, batons, swords) must be disclosed and kept separate from narcotics. Undisclosed items, or items that cause damage to equipment, may incur additional fees. • A 20% Energy, Environmental, and Fuel Surcharge is applied to each invoice. City Attorney Approved 10/23/2025 Page 10 Docusign Envelope ID: E25D761D-DEB0-8E7D-828D-950CD3AFD095 • If smaller police agencies schedule a narcotic destruction day, the mobilization and labor charges will be divided amongst the number of participating agencies. PRICING SCHEDULE NO. ITEM DESCRIPTION UNIT PRICE 1 AR11 ARV; Mobilization; Portal to Portal $750.00/Hour 2 AR21 ARV; Hourly Operation Charge $500.00/Hour 3 CM71 Consumables; Rendering; Chemical Solution $350.00/Each 4 MD01 Material; 55-Gallon Polyethylene Open-Top Drum $100.00/Each 5 ONSS Disposal; Non-Hazardous; 55-Gallon Drum $300.00/Each 6 FE24 Recovery; Energy, Environmental, Fuel 20% of Service Total Annual Agreement amount shall not exceed forty-five thousand dollars ($45,000.00) City Attorney Approved 10/23/2025 Page 11 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 ,,---, ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/19/2026 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 CONTACT Les Camobell NAME: SUNZ Insurance Solutions, LLC ID:(lnSource) PHONE 4 70-891-4145 I FAX c/o lnSource Emiloier Solutions, Inc. IAIC t..i .... Eyt\• IA/C Nol: E-MAIL LeslieC@insourcees.com 204 37th Ave N. 3 8 ADDRESS: St Petersburg, FL 33704 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: SUNZ Insurance Comoanv 34762 INSURED INSURERB: lnSource Em~loyer Solutions, Inc INSURER C: LCF GWR C , [LC dba Gaiaca Waste Revitalization INSURERD: 204 37th Ave N. #318 INSURERE: St Petersburg FL 33704 INSURER F: COVERAGES CERTIFICATE NUMBER: 89789267 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 POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE ,u~n "'"n POLICY NUMBER IMM/DD/YYYYl fMM/DD/YYYYl COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -□ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES /Ea occurrencel $ - MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ =i □PRO-DLoc PRODUCTS -COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accidentl - ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accidenl) $ -AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ -AUTOS ONLY -AUTOS ONLY /Per accidentl $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION ✓ WC053-00867-025 6/1/2025 6/1/2026 ✓ I ~\%uTE I IOTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR/PARTNER/EXECUTIVE [ill N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1 000 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1 000 000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave AUTHORIZED REPRESENTATIVE ~ Carlsbad CA 92008 I Rick Leonard © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 89789267 I 8322615 I (MCP) Multiple Coordinated Policy I InSource I Tina Reardon I 3/19/2026 4:40:35 PM (EST) I Page 1 of 2 Docusign Envelope ID: E25O761 D-DEB0-8E7O-828O-950CD3AFD095 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s). Requested by: Jennie Marinov 5/20/2026 (Name and Department) (Date) Proposed modification(s) to the Com General Liability (Type of insurance) requirement(s) for NARC Destroyer, LLC dba GAIACA (Name of contract) ~ Reduce coverage to the amount of: $ 1,000,000 D Waive coverage D Other: -------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) □Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] ______ _ □Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] ___________ _ ~Contract Amount/Term of Contract: $ NTE 45,000/year . Work will be completed over a period of 2 years . □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain}. __________________________ _ ~Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The annual not-to-exceed agreement compensation amount is $45,000. Based on this compensation level, the reduced CGL insurance requirement is considered appropriate based on the controlled procedures and established safety protocols associated with the services. Approved by Risk Manager for this contract only: S Af"'iili_, ~swl1 5/27/2026 (Signature) (Date) Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 ------, ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 03/12/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sarah Collier-PilcARM NAME: James G. Parker Insurance r..:JgNJ0 Ext\: (559) 222-7722 I rffc. No): (559) 222-1724 License #0554959 E-MAIL spilc@jgparker.com ADDRESS: PO Box 3947 INSURER($) AFFORDING COVERAGE NAIC# Fresno CA 93650 INSURER A: Nautilus Ins Co 17370 INSURED INSURER B: Key Risk Insurance Company 10885 GAIACA LLC & GW CA LLC INSURERC: DBA: Gaiaca Waste Revitalization & Narc Destroyer LLC INSURER D: PO Box 188 INSURER E: Gonzales CA 93926 INSURER F: COVERAGES CERTIFICATE NUMBER: Master 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 ~· ,~~)ilg~) ,~grJ%YMY> LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE [8] OCCUR ~n,,,Ac,tc I u t<ENTED PREMISES (Ea occurrence\ $ 1,000,000 -MED EXP (Any one person) $ 10,000 A ECP204941110 03/12/2026 03/12/2027 PERSONAL & ADV INJURY $ 1,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-DLoc 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: Pollution Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accidenl\ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -x SCHEDULED B AUTOS ONLY AUTOS BAP20494121 0 03/12/2026 03/12/2027 BODILY INJURY (Per accident) $ -HIRED -x NON-OWNED PROPERTY DAMAGE ~ AUTOS ONLY _ AUTOSONLY (Per accidenl\ $ $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I ~-ffTuTE I IOTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ Contractors Pollution Liability Pollution Liability $1,000,000 A Professional Liability ECP204941110 03/12/2026 03/12/2027 Professional Liability $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Ave AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~,/;)~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED --OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS -ONGOING OPERATIONS -COVERAGE A Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP204941110 03/12/2026 03/12/2027 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION Ill -WHO IS AN INSURED is amended to include as an additional insured: 1. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. Such person(s} or organization(s} is an additional insured only with respect to liability for bodily injury or property damage under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 -Contractors Pollution Legal Liability and Coverage D.4 -Microbial Substance Contractors Pollution Liability, or personal injury or advertising injury under SECTION I -COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY directly caused by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured described in Paragraph 1. or 2. above. However, the insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured, and c. Will not extend beyond that which is provided to you in this policy. A person's or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph 1. above are completed. II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage, or the offense which caused the personal and advertising injury, involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. b. Bodily injury or property damage occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s} at the location of the covered operations has been completed; or ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 2 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 (2) That portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Ill. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph 1.1.; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI - REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties -· Additional Insured An additional insured must see to it that: a. We are notified in writing as soon as practicable of an occurrence or offense which may result in a claim or suit; b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII -CONDITION 10. -Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project specific, primary insurance. VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1246 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of 2 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED --OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS -COMPLETED OPERATIONS -COVERAGE A Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP204941110 03/12/2026 03/12/2027 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. SECTION Ill -WHO IS AN INSURED is amended to include as an additional insured: 1. Any person or organization for whom you have performed operations when you and such person or organization have agreed in writing in a contract or agreement, in effect during this policy period, that such person or organization be added as an additional insured on this policy; and 2. Any other person or organization you are explicitly required to add as an additional insured under the contract or agreement described in Paragraph 1. above. Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. Such person(s) or organization(s) is an additional insured only with respect to liability for bodily injury or property damage under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Coverage D.1 -Contractors Pollution Legal Liability and Coverage D.4 -Microbial Substance Contractors Pollution Liability, directly caused by your work performed for the additional insured described in Paragraph 1. or 2. above, and included in the products-completed operations hazard. However, the insurance afforded to such additional insured described above: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and c. Will not extend beyond that which is provided to you in this policy. II. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: a. Bodily injury or property damage arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the occurrence which caused the bodily injury or property damage involved the rendering of, or the failure to render any professional architectural, engineering or surveying services. Ill. With respect to the insurance afforded to these additional insureds, the following is added to SECTION V -LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement described in Paragraph 1.1.; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. IV. With respect to the insurance afforded to these additional insureds, the following is added to SECTION VI - ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 2 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 REPORTING, DEFENSE, SETTLEMENT & COOPERATION: 1. Duties --Additional Insured An additional insured must see to it that: a. We are notified in writing as soon as practicable of an occurrence which may result in a claim or suit; b. We receive written notice of a claim or suit as soon as practicable; and c. A request for defense and indemnity of the claim or suit will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured, if the contract or agreement requires that this coverage be primary and noncontributory. V. SECTION VII -CONDITION 10. -Other Insurance is amended by the addition of the following which supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to a person(s) or organization(s) included as an additional insured under this endorsement provided that: 1. The additional insured person(s) or organization(s) is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement, in effect during this policy period, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured person(s) or organization(s). Such contract or agreement must be executed and in effect prior to the performance of your work included in the products-completed operations hazard which is the subject of such contract or agreement. However, this provision does not apply if the other insurance available to the person(s) or organization(s) included as an additional insured is Owners and Contractors Protective Liability, Railroad Protective Liability, or similar project specific, primary insurance. VI. This endorsement does not apply to an additional insured which has been added to this policy by an endorsement showing the additional insured in a SCHEDULE of additional insureds, and which endorsement applies to that designated additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1248 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 2 of2 Docusign Envelope ID: E25O761 D-DEB0-8E7D-828D-950CD3AFD095 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION (TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US) AUTOMATIC STATUS -COVERAGE A Policy Number Policy Effective Date Policy Expiration Date Endorsement Effective Date ECP204941110 03/12/2026 03/12/2027 This endorsement modifies insurance provided under the following: ENVIRONMENTAL COMBINED POLICY I. The following is added to Paragraph 17. Subrogation of SECTION VII -CONDITIONS: We waive any right of recovery against any person(s) or organization(s) because of payments we make under COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE D -CONTRACTORS POLLUTION LIABILITY under this policy. Such waiver by us applies only if: 1. The insured has agreed in writing in a contract or agreement with such person(s) or organization(s) to waive its right of recovery; and 2. The insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This waiver does not apply in any jurisdiction where such waiver is held to be illegal or against public policy or in any situation where the person(s) or organization(s) against whom subrogation is to be waived is found to be solely negligent. This endorsement does not apply to any person(s) or organization(s) designated in a SCHEDULE of person(s) or organization(s) against whom rights of recovery have been waived. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. ECP 1260 01 21 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1 Docusign Envelope ID: E25D761 D-DEB0-8E7D-828D-950CD3AFD095 behalf of or for the benefit of you or others, to determine or warrant that such property or operations are safe or in compliance with environmental law, or any other law. b. We may be permitted, but not obligated, to interview persons employed by the insured; c. The insured agrees to provide appropriate personnel to assist our representatives during any inspection. 8. Legal Action Against Us No person or organization has the right under this policy: a. To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. For purposes of this condition, a consent judgment, stipulated judgment, agreed judgment, consent decree or consent order reached without our written agreement is neither an agreed settlement nor a final judgment. 9. Limitation of Damages Our damages for extra-contractual liability, bad faith, or similar damages under this policy is limited to one (1) times the relevant policy limit applicable to the underlying matter. 10. Other Insurance With respect to COVERAGES A, B and C, if other valid and collectible insurance is available to the insured for a loss we cover under COVERAGES A, B or C of this policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph (2) below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph (3) below. b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) 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; or (iv) If the loss arises out of the maintenance or use of aircraft, unmanned aircraft, autos or watercraft to the extent not subject to Exclusion a. of SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you are an additional insured. (2) When this insurance is excess, we will have no duty under this policy 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 our share of the amount of the loss, if any, that exceeds: (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 deductibles and self-insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this policy. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable Limits of Insurance of all insurers. With respect to COVERAGES D and E, if other valid and collectible insurance is available to any insured covering bodily injury, property damage, loss, cleanup costs, emergency remediation costs, claim(s), suit(s), damages and/or Supplementary Payments, including but not limited to defense costs, also covered by this policy, other than a policy that is specifically written to apply in excess of this policy, the insurance afforded by this policy shall apply in ECP 1200 03 22 Page 27 of 37