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Kitchell/CEM Inc; 2020-08-18; PSA21-1209CMI
DocuSign Envelope ID: 6CA9EBC2-3FAA-4687-A27E-1F8988C33AD5 PSA21-1209CM I MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION KITCHELL/CEM, INC. THIS AGREEMENT is made and entered into as of the 18th day of August , 2020, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and KITCHELL/CEM, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City 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 City 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, City and Contractor agree as follows: 1. SCOPE OF WORK City 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 City 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, 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. 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 City 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 the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and 1 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City 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 the City extends the Agreement pursuant to Section 3, the costs of services may increase by a maximum of 2 percent, 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, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, 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 City. Contractor will be under 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 the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 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 The City reserves the right to employ other Contractors in connection with the Services. 2 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CM I 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 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 City incurs or makes to or on behalf of an injured employee under the City'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-:VI I"; 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 the City 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 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. 3 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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 The City 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 City 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. 10.3 Providing Certificates of Insurance, Endorsements and Waiver of Subrogation. Prior to City'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 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. 10.5 Submission of Insurance Policies. City 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 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 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 City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 4 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: Jennifer Chapman For Contractor: Name Title Dept Address Phone Name Kevin Pokrywa Contract Administrator Title Project Manager Public Works/CM&I Address 2450 Venture Oaks Way, Suite 500 CITY OF CARLSBAD 1635 Faraday Avenue Phone Sacramento, CA 95833 619-895-9031 Carlsbad, CA 92008 Email kpokrywa@kitchell.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 1Z1 No El 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 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 5 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 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 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 6 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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. 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. II/ II/ III II/ III II/ /II II/ II/ III II/ 7 City Attorney Approved Version 6/12/18 Executed by Contractor this 17th CONTRACTOR KITCHELL/CEM, INC., a California corporation By: kitLa nat (sign iere) Michael Bruggeman, Assistant Secretary day of August , 2020. CITY OF CARLSBAD, a municipal corporation of the State of California By: ot-ff/ Matt Hall, Mayor DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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. By: (print name/title) (sign here) for Barbara Engleson, City Clerk Wendy Cohen, President (print name/title) 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assis ant City Attorney 8 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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 City Attorney Approved Version 6/12/18 DocuSign Envelope ID: 6CA9EBC2-3FAA-4687-A27E-1F8988C33AD5 Fee Schedule PSA21-1209CMI Exhibit "A" (continued) The hourly rates below are fully burdened with employee benefits, statutory requirements, mileage and travel within San Diego County, equipment, cell phones, laptops, insurance, vehicle charges, and overhead and profit. These rates are applicable to services requested on an individualized hourly billing basis. Our fees for comprehensive services take advantage of savings such as resource allocations and economies of scale, which can result in improved hourly rate calculations. Hoi Senior Construction Manager/Inspector $158 Construction Manager/Inspector $140 Project Engineer $115 Support Services $140 Subconsultant Hourly Rate Acrostic: Senior Construction Manager/Inspector $158 Reimbursable Expenses Reimbursable expenses are billed at actual cost plus 5% markup. Reimbursable costs vary from project to project, and will only be incurred when specifically requested by the City of Carlsbad. Following are categories of possible reimbursable expenses. Construction Trailer and equipment, if required Postal and delivery services Document reproduction Plans, prints, photographs Travel outside of San Diego County Expenses Markup Mileage Current Federal Rate 5% Reproduction Cost 5% KITCHELL RFQ 20-1030CMI I MASTER AGREEMENT CONSULTANT SERVICES I PAGE F-1 DocuSign Envelope ID: 6CA9EBC2-3FAA-4B87-A27E-1F8988C33AD5 PSA21-1209CMI 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. City Attorney Approved Version 6/12/18 Ac-cPRE, CERTIFICATE OF LIABILITY INSURANCE kii..------ DATE (MM/DD/YYYY) 5/8/2020 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 ACIG Insurance Agency, Inc. 2600 N. Central Expvvy. Suite 8IQ.Q,- 4-, Richardson, TX 75080 m 1....a...u— , f' CM( ur -, , -- www.acig.com CONTACT NAME: PHONE FAX INC. No Extl• 972-702-9004 IA/C, No): 972-687-0601 E-MAIL ADDRESS: accountmanagersAacin,com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: American Contractors Ins. Co. RRG 12300 INSURED Ivirlf Ad 4 Kitchell CEM, Inc. 2450 Venture Oaks Way, Suite 500 Sacramento CA 95833 sioN CM&I, DM SO INSURER B: ACIG Insurance Company 19984 INSURER C: INSURER D : INSURER E: INSURER F: Berkley Assurance Company 39462 COVERAGES CERTIFICATE NUMBER: 55403988 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)YYYYUMM/DD/YYYY) POLICY EXP LIMITS A A A v COMMERCIAL GENERAL LIABILITY / / GL17PA0002 GL17PB0002 (GL XS) GL17PC0002 (GL XS) Ter- LO C 6/1/2017 6/1/2017 6/1/2017 6/1/2021 6/1/2021 6/1/2021 EACH OCCURRENCE $ 5,000,000 $ 100,000 CLAIMS-MADE I OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE POLICY OTHER: / LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 PRODUCTS - COMP/OP AGG $ 5,000,000 $ - _ _ AUTOMOBILE LIABILITY ;NY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY - SCHEDULED AUTOS NON-OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per peison) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAR EXCESS LIAR _ OCCUR CLAIMS-MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTN ER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N N/A i WCA000006820 6/1/2020 6/1/2021 , PER 0TH- if STATUTE ER EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000.000 EL DISEASE - POLICY LIMIT $ 1,000,000 F Contractor Professional/Pollution Liability PCAB-5012544-0620 6/1/2020 6/1/2021 Per Claim $5,000,000 *Aggregate $5,000,000 DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Agreement for As-Needed Vertical Construction Management and Inspection Services GL - If these policies are cancelled, non-renewed or materially changed, 60 days notice, except 10 days for nonpayment of premium, will be mailed to the Certificate Holder. WC - If these policies are cancelled, non-renewed or materially changed, 60 days notice, except 10 days for nonpayment of premium, will be mailed to the Certificate Holder. CERTIFICATE HOLDER CANCELLATION CM & Inspection Service Agreement TRAN1479 City of Carlsbad/CMWD Transportation/CM&I 1635 Faraday Ave Carlsbad CA 92008 I 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 1 r . "L! ,..1 . - . --c4 ,-s Ad. Michael J. O'Neill @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD T i 0 .3 9 certificate13 2l l7 cancels a CAri eGts X.Sa „INT sPL up Aedge beKsa Wilson L5Z13./ 2 C12.0 su l e . 4 d . 5 :51PI certificates. (CD Page 1 of 5 AGENCY CUSTOMER ID: LOC #: ACCW/130 ADDITIONAL REMARKS SCHEDULE Page of AGENCY ACIG Insurance Agency, Inc. NAMED INSURED Kitchell GEM, Inc. 2450 Venture Oaks Way, Suite 500 Sacramento CA 95833 POLICY NUMBER CARRIER NA1C CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (03/16) HOLDER: City of Carlsbad/CMWD Transportation/CM&I ADDRESS: 1635 Faraday Ave Carlsbad CA 92008 Professional/Pollution *Aggregate limit is total insurance available for all claims presented within the policy period for operations of insured. Limit will be reduced by payments of indemnity and/or expenses. © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM/D00 55403988 I 20/21 17PA CA GL XS WC PL ACIG I Kathy Wilson I 5/8/2020 1:9551 PM (CDT) I Page 2 of 5 This certificate cancels and supersedes ALL previously issued certificates. ACORD 101 (2008/01) 933 ADDITIONAL INSURED - AUTOMATIC STATUS AS REQUIRED BY CONTRACT - BLANKET This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Any person or organization that you are required by written contract to include as an additional insured on this policy if the contract is executed prior to the loss. A. Who is an Insured (Section II) is amended to include as an insured any person or organization shown in the above SCHEDULE (called additional insured), but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of your premises or your operations for the additional insured, and only to the extent and for the minimum limits required in the written contract. B. The insurance provided to the additional insured is subject to the following limitations: 1. Unless required by written contract, this insurance does not apply to "bodily injury" or "property damage" occurring after "your work" for the additional insured has been completed or after that portion of "your work" out of which the "bodily injury" or "property damage" arises has been put to its intended use by any person or organization, whichever occurs first. 2. Unless specifically required by written contract, this insurance does not apply to "bodily injury" or "property damage" arising out of the sole negligence, act or omission of the additional insured. 3. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" for which the additional insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement except to the extent that the additional insured would have been obligated to pay such damages in the absence of the contract or agreement 4. This insurance does not apply to "bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional services by any insured or on any insured's behalf, including: a) The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings or specifications; and b) Supervisory, inspection, architectural or engineering services. 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. 5. This endorsement shall not apply to a person or organization if any other additional insured endorsement attached to this policy specifically applies to that person or organization. 6. The insurance afforded herein only applies to the extent permitted by applicable state law, including statutes governing additional insured coverage in the construction industry. 7. The insurance afforded to the additional insured shall not exceed the minimum limits required in the written contract. C. In no event shall the insurance provided to the additional insured exceed the scope of coverage, including minimum limits, required by the contract. If a written contract or agreement requires that additional insured status be provided by the use of specified edition dates of the ISO CG2010 and/or CG2037, then the terms of that endorsement are incorporated into this endorsement as respects such additional insured and shall supersede the coverage grant and limitations in Sections A. and B. of this endorsement. In the event that CG2010 and/or CG2037 are required but no edition dates are specified, the 04/13 editions shall apply. D. This insurance is excess to any other insurance, whether primary, excess, contingent or on any other basis, available to the additional insured unless a written contract requires that this insurance be primary or primary and non-contributing. However, this insurance is always excess to other insurance, whether primary, excess, contingent or on any other basis, when the additional insured has been added to the other insurance as an additional insured. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the mentioned Policy, other than as above stated. 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.) Endorsement Effective: Same as policy effective date unless otherwise indicated above. Policy Effective:6/1/2017 Policy No.: GL17PA0002 Endorsement No.: Insured: Kitchell CEM, Inc. Premium $ Insurance Company: American Contractors Insurance Co. RRG 55403988 1 20/21 17PA CA GL XS VC PL ACIG Kathy Wilsnnj 5/8/2020 1:45:51 PM (CDT) 1 Page 3 of 5 This certificate cancels and supersedes ALL previously issued certificates. 205 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person(s) or Organization(s): Any person or organization for whom you have agreed by written contract to furnish this waiver. The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: 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. Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements or limitations of the mentioned Policy, other than as above stated. 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.) Endorsement Effective: Same as policy effective date unless otherwise indicated above. Policy Effective Date: 6/1/2017 Policy No.: GL17PA0002 Endorsement No.: Insured: Kitchell CEM, Inc. Premium $ Insurance Company: American Contractors Insurance Co RRG 55403988 1 20/21 17PA CA GL XS WC PL ACIG I Kathy Wilson 1 5/8/2020 1:45:51 PM (CDT) 1 Page 4 of 5 This certificate cancels and supersedes ALL previously issued certificates. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Whomever the named insured is required by written contract executed prior to loss to waive rights of recovery against. * No Additional Premium to be applied 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.) Endorsement Effective: Same as Policy Effective Date unless otherwise indicated above. Policy Effective Date: 6/1/2020 Policy No. WCA000006820 Insured Kitchell CEM, Inc. Carrier Name/Code: ACIG Insurance Company WC 04 03 06 (Ed. 04-84) 55403988 1 20/21 175A CA GL XS WC PL ACIG cc Kathy Wilson 1 5/8/2020 1:4551 PM (CDT) 1 Page 5 of 5 This certificate cancels and superse es ALL previously issued certificates. Endorsement No. Premium $ CONTACT NAME: IMA Denver Team PHONE INC No Exit' 303-534-4557 EMAIL ADDRESS: DenAccountTechs@imacorp.com FAX (WC, No): City of Carlsbad/CMWD 1635 Faraday Ave. Carlsbad CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL pE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ,s;Cle CERTIFICATE OF LIA7ILITY ANCE DATE (IVINIIDEVYYYY) 5/28/2020 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: lithe certificate holder is an ADDITIONAL INSURED, the p If SUBROGATION IS WAIVED, subject to the terms and conditions of th this certificate does not confer rights to the certificate holder in lieu of su PRODUCER 1MA, Inc. - Colorado Division 1705 17th Street, Suite 100 Denver CO 80202 INSURER(S) AFFORDING COVERAGE NAIC INSURER A: Travelers Prop. Casualty Co. of America 25674 olicy(ies) must have ADDITIONAL INSURED provisions or be endorsed. e policy, certain policies may require an endorsement. A statement on ch endorsement(s). KITCORP INSURED Kitchell CEM Inc. 2450 Venture Oaks Way Suite 500 Sacramento , CA 95833 INSURER B INSURER C: INSURER D INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1063317741 REVISION NUMBER: INSR LTR THIS INDICATED. CERTIFICATE EXCLUSIONS IS TO CERTIFY THAT THE POLICIES NOTWITHSTANDING ANY REQUIREMENT, MAY BE ISSUED OR MAY AND CONDITIONS OF SUCH — TYPEOF INSURANCE OF INSURANCE PERTAIN, POLICIES. . _ . INSD I WVD ADDLISUBR LISTED BELOW HAVE BEEN TERM OR CONDITION OF ANY THE INSURANCE AFFORDED BY LIMITS SHOWN MAY HAVE BEEN REDUCED POLICY NUMBER ISSUED TO CONTRACT THE POLICIES BY POLICY EFF (IVIIINDD/YYYY) THE INSURED OR OTHER DESCRIBED PAID CLAIMS. POLICY' EXP IMM/DEVYYYY) NAMED ABOVE FOR THE POLICY PERIOD DOCUMENT WITH RESPECT TO WHICH THIS HEREIN IS SUBJECT TO ALL THE TERMS, , 1 . .. . 1 LIMITS COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE $ 1 CLAIMS.MADE i I OCCUR DAMAGE TO RENTED PREMISES, (Ea occurrence) MED EXP (Any one person) $ $ 1 PERSONAL & ADV INJURY $ GENT AGGREGATE LIMIT APPLIES PER: PRO- POLICY 1 1 JEcT 1 1 LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGO $ $ . 1OTHER: I $ A . _,. X AUTOMOBILE LIABILITY ANY AUTO 8109P125529TIL2026G 6/1/2020 6/1/2021 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ 2,00 0,000 $ . ____ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ x HIRED AUTOS ONLY v ' ' NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accideril) $ $ UMBRELLA LIAR EXCESS LIAR DED 7 RETENT ON $ OCCUR CLAIMS-MADE I 1 I EACH OCCURRENCE , AGGREGATE : : $ $: $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY STATUTE ER I PER I 0TH j I ANYPROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory In NH) Y / N N/A EL, EACH ACCIDENT EL, DISEASE - EA EMPLOYEE $ $ II yes, describe under DESCRIPTION OF OPERATIONS below El, DISEASE- POLICY LIMIT $ A Automobile Physical Damage I 8109P125529TIL2020G '6/1/2020 6t1/2021 Deductibles: Comprehensive Collision $1,000 $1,000 DESCRIPTION OF OPERATIONS /LOCATIONS 7 VEHICLES (ACORD 101, Addlliona1 Remarks Schedule, may be attached II more space Is required) RE, Master Agreement for As-Needed Vertical Consti uction Management and Inspection Services, CERTIFICATE HOLDER CANCELLATION 0 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 2' of 7 1690 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURE!) PRIMA 1Y At.D NON-CONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph c. in Al., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured", The following is added to Paragraph I3.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is a named insured when a written contract or agreement with you, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non- contributory. CA T4 99 02 16 CI 2016 The Travelers Indemnity Company. All rights reserved, Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 3* of 7 1690 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSIOP LORSEL6JT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE! An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA 13 63 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc, with its permission. 4' of 7 1690 COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II— COVERED AUTOS LIABILITY COVERAGE: Ally "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4), of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV — BUSINESS AUTO CONDI- TIONS! (5) Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a) With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii) Neither you nor any other involved "insured" will make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE. (v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II — COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c) This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 63 02 15 Includes copyrighted material of Insurance Services Office, Inc. with Its permission. 5' of 7 1690 COMMERCIAL AUTO You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 61 of 7 1690 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 O.) 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 16 Includes copyrighted material of insurance Services Office, Inc. with Its permission. 7" of 7 1690