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HomeMy WebLinkAboutGriffin Structures Inc; 2020-08-18; PSA21-1221CMIDocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION GRIFFIN STRUCTURES, INC. THIS 18th AGREEMENT is made and entered into as of the day of August , 2020, by and between Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and GRIFFIN STRUCTURES, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a firm that is experienced in construction management and inspection for vertical projects. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to as-needed vertical construction management & inspection. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) 20-1030CMI and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years from date written above, The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by 1 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed Eight Hundred Thousand Dollars ($800,000) per Agreement year. If CMWD extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2%, if agreed to by both parties. Contractor shall not receive annual adjustments to Contractor's Schedule of Rates specified in Exhibit "A". Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD 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 CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 2 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the CMWD and the City of Carlsbad and its officers, 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 herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 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 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. In the case of non-payment of premium to the Broker, the Contractor shall provide ten (10) days' written notice to the City/CMWD. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance, endorsements and waiver of subrogation endorsement to CMWD/City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, 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 CMWD 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 three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this 4 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4674-4287-94AB-70750E0E2758 PSA21-1221CMI Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement are: For CMWD/City: For Contractor: Name Title Dept Address Phone Jennifer Chapman Name Jon Hughes Contract Administrator Title Project Manager Public Works Address 2 Technology Drive, Suite 150 CITY OF CARLSBAD 1635 Faraday Avenue Phone Irvine, CA 92618 949-497-9000 x 208 Carlsbad, CA 92008 Email jhughes@griffinstructures.com 760-602-2735 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes Ei No Lii 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 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 CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both 5 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89672-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD at the address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD 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, CMWD 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 CMWD 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 CMWD, 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 CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right 6 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 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 CMWD 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 CMWD, which shall not be unreasonably withheld. 25. 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. III 11/ III III /// III III III 7 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI 26. 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 17 CONTRACTOR GRIFFIN STRUCTURES, INC., a California corporation By: kart tt-ollu4 (sign here) Mark Hoglund, CFO (print name/title) By: tad-- (sign here) day of August , 2020. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Matt Hall, President for Barbara Engleson, Secretary By: Jon Hughes, Vice President (print name/title) If required by CMWD, 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: CELIA A. BREWER, General Counsel BY: Assis ant General Counsel 8 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications (RFQ20-1030CMI) with Fee Proposal dated June 12, 2020. The agreed upon billing rates for services outlined in said proposal are attached hereto. If the use of subcontractors is approved by the city, they shall be billed at cost plus no more than 10%. 9 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 7A890072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI Exhibit "A" (continued) REQ20-1030CMI EXHIBIT B - SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement 5:1=dijimb NAME TITLE HOURLY RATE 1. Roger Torriero Principal-in-Charge $240.00 2. Jon Hughes, CCM, DBIA Project Executive $210.00 3. Lance Solomon, CCM Sr. PMCM Manager $190.00 4. Tom Ottenstein, DBIA Sr. PMCM Manager $190.00 5. Tim Shaw, RLA Sr. PMCM Manager $190.00 6. Robert Echavarria Sr. PMCM Manager $190.00 7. Robert Godfrey, CCM Sr. PMCM Manager $190.00 8. Sally Armanious, CCM Sr. PMCM Manager $190.00 9. Dustin Alamo, CCM, LEED AP Pre-Construction Manager $190.00 10. Sarah Brunzell Assistant Construction Manager $175.00 11. Cody Roth Assistant Construction Manager $175.00 12. Kelly Chen Sr. Program Analyst $175.00 13. Ryan Craven, CPE Cost Estimator $160.00 14. Susan Harden, LEED AP Public Outreach Facilitator $160.00 * All rates include mileage, equipment, cell phones, laptops, insurance and vehicle charges SUB-CONSULTANTS TITLE HOURLY RATE NAME/FIRM 1. N/A 2. 3. 9. 10. *IF needed, all sub-consultants will be billed at cost with no mark up EXPENSES DESCRIPTION COST % MARKUP 1. Insurance $8/$1,000 0% 2. Misc. Office Supplies At Cost 0% 3. Submittal Exchange .25%41,000 of Construction Cost 0% 4. 5. DocuSign Envelope ID: 7A89C072-4B74-4287-94AB-70750E0E2758 PSA21-1221CMI Add the following bold underlined language to 10.1.1 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. General Counsel Approved Version 6/12/18 CANCELLATION 30 Day Notice of Cancellation CERTIFICATE HOLDER City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163-4668 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE , I ACCPRE)® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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 Dealey, Renton & Associates License #0020739 600 Anton Boulevard, Suite 100 Costa Mesa CA 92626 CONTACT NAME: PHONE FAX (Arc. No. Eat): 714-427-6810 (Am, No): 714-427-6818 E-MAIL ADDRESS: certificates©dealeyrenton.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Great American Assurance Company INSURED GRIFFSTRU Griffin Structures Inc 2 Technology Dr., Ste. 150 Irvine CA 92618 INSURER B: Great American Insurance Company of NY INSURER C: United Financial Casualty Company INSURER D : Oak River Insurance Company INSURER E: Lexington Insurance Company 19437 INSURER F: COVERAGES CERTIFICATE NUMBER: 95263938 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 LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GLP2969834 12/31/2019 12/31/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 X Contractual MED EXP (Any one person) $ Excluded X BFPD, XCU PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES Cr PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AU _ _ °MOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY x SCHEDULED AUTOS NON-OWNED AUTOS ONLY 064097132 12/31/2019 12/31/2020 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE EXC2969835 12/31/2019 12/31/2020 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNEPJEXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N/A GRWC913146 12/31/2019 12/31/2020 X STATUTE OTH- ER EL. EACH ACCIDENT $ 1,000,000 EL. DISEASE - EA EMPLOYEE $ 1,000,000 EL. DISEASE - POLICY LIMIT $ 1,000,000 E Professional Liability Claims Made 028174885 12/31/2019 12/31/2020 Per claim annl aggr. $2,000,000 $4,000,000 $25,000 Deductible DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability. Re: All Operations as pertains to named insured. The City of Carlsbad, its officers, officials, employees, agents and volunteers are Additional Insured as respects to General & Auto Liability coverage as required by written contract. Coverage afforded the additional insured is primary and non-contributory as respects to general liability coverage. Insurance coverage includes waiver of subrogation per the attached endorsement(s). Separation of Insureds specifically assigned in this Liability Coverage Part to the first Named Insured, this insurance applies: See Attached... @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GRIFFSTRU LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Dealey, Renton & Associates NAMED INSURED Griffin Structures Inc 2 Technology Dr., Ste. 150 Irvine CA 92618 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE • CERTIFICATE OF LIABILITY INSURANCE a. As if each Named Insured were the only Named Insured; and Separately to each insured against whom the claim or "suit" is brought." Oak River Insurance Company - AM Best Rated as - A++ (Superior) ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy # GLP2969834 Great American Assurance Company CG 20 33 (Ed. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II - WHO IS AN INSURED is amended to include as an Additional Insured 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 that such person or organization be added as an Additional In- sured on your policy. Such person or or- ganization is an Additional Insured only with respect to liability for "bodily injury," "prop- erty damage" or "personal and advertising in- jury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing oper- ations for the Additional Insured. A person's or organization's status as an Ad- ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B. With respect to the insurance afforded to these Additional Insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1. "Bodily injury," "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. supervisory, inspection, architectural or engineering activities. 2. "Bodily injury," or "property damage" oc- curring after: a. 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 b. 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 an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Copyright, ISO Properties, Inc., 2004 CG 20 33 (Ed. 07/04) XS Policy # GLP2969834 Great American Assurance Company GAC 3649CG (Ed. 11 06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON-CONTRIBUTORY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties and any other insurance which may be available to such third parties shall be non-contributory. GAC 3649CG (Ed. 11/06) XS Great American Assurance Company CG 24 04 (Ed. 05/09) Policy # GLP2969834 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule Name of Person or Organization: Any person or organization for whom or on whose behalf "you" are performing operations when "you" and such person or organization have agreed in writing in a contract or agreement to waive any right of recovery "we" may have against such person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. © Insurance Services Office, Inc., 2008 CG 24 04 (Ed. 05/09) (Page 1 of 1) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10B (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE BLANKET WAIVER Person/Organization Blanket Waiver — Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Job Description Waiver Premium All CA Operations This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No. GRWC913146 Endorsement No. Insured Premium $ Insurance Company Oak River Insurance Company Countersigned by WC 99 04 10B (Ed. 9-14) PROUREJINE' Additional Insured Endorsement Name of Person or Organization CITY OF CARLSBAD 1635 FARADAY AVE CARLSBAD, CA 92008 The person or organization named above is an insured with respect to such liability coverage as is afforded by the policy but this insurance applies to said insured only as a person liable for the conduct of another insured and then only to the extent of that liability. We also agree with you that insurance provided by this endorsement will be primary for any power unit specifically described on the Declarations Page. Limit of Liability Bodily Injury N/A each person/ N/A each accident Property Damage N/A each accident Combined Liability $1,000,000 each accident All other terms, limits and provisions of this policy remain unchanged. This endorsement applies to Policy Number:06409713-2 Issued to (Name of Insured):GRIFFIN STRUCTURES, INC. Effective date of endorsement: 12/31/2019 Policy expiration date: 12/31/2020 Form 1198 (01/04)