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HomeMy WebLinkAboutLSA Associates Inc; 2018-11-28; PSA19-565CAPSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 9 PROJECT NO. 6619 This ninth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, ("Contractor") a California corporation, and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide environmental services in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated March 25, 2020, (“proposal”), attached as Appendix "A" for the Initial Study and Mitigated Negative Declaration for the Buena Vista Creek Maintenance Project, (the “Project"). The Project services shall include Prepare screencheck and final initial study and mitigated negative declaration documents and obtain resource agency permits for the Buena Vista Creek Channel Maintenance Project at El Camino Real. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within four hundred (400) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $91,175. DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1 April 2, 2020 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT PREPARE AN INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION DOCUMENT FOR THE BUENA VISTA CREEK MAINTENANCE PROEJCT TASK GROUP TIME & MATERIALS Project Description $3,360 Screencheck Initial Study / Mitigated Negative Declaration 25,225 Drft IS/MND for Public Review 10,400 Response to Comments 8,150 Screencheck Final IS/MND and Mitigation Monitoring Reporting Program 5,200 Final IS/MND and Notice of Determination 3,540 Reimbursable expenses 1,470 Project Management and Meetings 11,650 Resource Agency Permitting 22,180 TOTAL (Not-to-Exceed) $91,175 CONTRACTOR LSA Associates LSA Associates (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Michael Trotta, Chairman Nicole Dubois, Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: _________________________________ Date: _________________________ Geoff Patnoe, Assistant City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1 April 2, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1 LSA is a business name of LSA Associates, Inc.      CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  March 25, 2019  Danny Zimny, P.E., Q.S.D, Assistant Engineer  City of Carlsbad  Public Works – Transportation and Engineering  1635 Faraday  Carlsbad, California 92008  Subject: Proposal to Prepare an Initial Study/Mitigated Negative Declaration for the Buena Vista  Creek Maintenance Project (LSA Proposal No. HCR1904.P)  Dear Mr. Zimny:  LSA hereby submits this proposal to provide environmental consulting services in support of the  Buena Vista Creek Maintenance Project in the City of Carlsbad (city), San Diego County, California.  Specifically, LSA proposes to prepare a California Environmental Quality Act (CEQA) Initial  Study/Mitigated Negative Declaration (IS/MND) in support of the subject project.  LSA anticipates that an IS/MND will be the appropriate document to provide environmental  clearance of the proposed project under CEQA. Based on our understanding of the proposed project  and project area, LSA has prepared a pragmatic work program for completion of an IS/MND for the  proposed project.  LSA will take a proactive role in resolving issues and pursuing needed information and decisions to  facilitate completion of the environmental analysis within the proposed schedule. If issues arise that  would jeopardize the schedule, LSA will immediately apprise the city of the problem and diligently  develop alternative approaches to maintain the schedule.  If, based on the information provided in the technical studies or the analysis provided in the IS/MND  indicate that the proposed project may result in an impact that cannot be reduced to a less than  significant level, LSA will immediately notify the city and work proactively with city staff to identify  (1) additional measures, project changes, or design features that may reduce the potential impact to  a less than significant level, or (2) the most expedient method of providing appropriate  environmental clearance under CEQA. The tasks identified below comprise LSA’s work program for  completion of the environmental analysis and CEQA process for the proposed project.  SCOPE OF WORK  Task 1: Project Description  The environmental document will include a detailed Project Description based on the project plans  provided by the city. LSA will use the Project Description to determine the potential environmental  effects of project implementation and to identify appropriate mitigation measures, if necessary. LSA  will assemble all pertinent data provided by the city for preparation of the environmental  DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  2  document. To enable LSA to proceed, the following information must be provided by the city to  conduct the environmental analysis:   The Site Plan and/or any related statistical summary of the proposed project (gross square  footage and acreage), vehicle and equipment staging locations, and proposed landscape areas  (if applicable).   The Grading Plan and/or Demolitions Plan including cut‐and‐fill quantities and construction  phasing information (including anticipated construction equipment and personnel).   Conceptual Infrastructure Improvement Plans (e.g., water, sewer, storm drain, and electricity  connections, if applicable).   Geotechnical information that includes information related to earthquake faults, landslides,  lateral spreading, subsidence, liquefaction potential, and expansive soil and any other topics  outlined in the California Department of Mines and Geology Note 46. This information should be  provided by a licensed geotechnical engineer or geologist.    A Hydrology Report or equivalent that includes the necessary information for completion of the  CEQA Checklist for hydrology. The hydrology information will include calculations of the existing  and proposed impervious/pervious surface areas and change in runoff volumes and peak flow  consistent with the requirements of the County Model Standard Urban Stormwater  Management Plan and County Hydrology Manual. The Hydrology Report or equivalent will  identify storm drain and detention facilities necessary to mitigate changes in runoff resulting  from the project. The report will also confirm that the downstream storm drain lines have  adequate capacity to accommodate any increased flows, if applicable.   A Storm Water Management Plan (SWMP) that includes the necessary information for  completion of the CEQA Checklist for water quality. The SWMP will include the disturbed soil  area, change in impervious/pervious surface areas, receiving water bodies, pollutants of  concern, and 303(d) listings and existing and proposed total maximum daily loads for receiving  waters. The SWMP will also identify and recommend applicable Low Impact Development (LID),  Site Design, Source Control, and/or Treatment Control Best Management Practices for  incorporation in the proposed project to minimize impacts and satisfy water quality  requirements.  The Project Description is the core element of the IS/MND; any change to the Project Description  after the IS/MND is initiated may result in a change to the Scope of Work and Budget and would  likely have schedule and budget implications for the technical study and CEQA document tasks  described below. LSA will assemble all pertinent data provided by the city for preparation of the  environmental document. To enable LSA to proceed with this first task, LSA will coordinate with Rick  Engineering and the city to identify the necessary data needs to clearly define the Project  Description and conduct the environmental analysis.  Task 2: Initial Study/Mitigated Negative Declaration   LSA will prepare an IS/MMD for the project consistent with the requirements of CEQA, the State  CEQA Guidelines, and the city (Title 19 of the Carlsbad Municipal Code). The IS/MND will include a  DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  3  description of the project, a discussion of project objectives, geographical setting, related projects,  and any additional information required pursuant to State CEQA Guidelines Section 15063(d).  LSA will prepare a Screencheck IS/MND, with the Mitigation Monitoring and Reporting Program  (MMRP) as an appendix, that will be submitted electronically to the city for review. The technical  analyses completed under separate contract and technical information provided in the information  requested from the city will be incorporated into the environmental document. Consistent with  State CEQA Guidelines requirements, the Screencheck Draft IS/MND will analyze project impacts  based on thresholds outlined in the CEQA Initial Study Checklist (Appendix G of the State CEQA  Guidelines) and will identify standard conditions and mitigation measures where necessary. The  MMRP will be prepared in accordance with State CEQA Guidelines Section 15097 for use in ensuring  implementation of the mitigation measures for the project.  Task 3: Draft IS/MND for Public Review  LSA will respond to one round of city comments on the Screencheck IS/MND and MMRP and  complete necessary revisions. LSA will provide the preprint version of the Draft IS/MND and MMRP  to the city for a final review prior to printing. The purpose of submitting this preprint version will be  to review the changes to the document, resolve any remaining questions that arise from comments,  and verify that the city is satisfied with the overall Draft IS/MND.  LSA will prepare a Notice of Intent (NOI) regarding the availability of the Draft IS/MND for public  review. LSA will assemble the project distribution list, in consultation with the city, for the NOI.  However, a radii list of property owners will not be compiled by LSA.  Once the Preprint Draft IS/MND, MMRP,  NOI, and distribution list are approved for public review,  LSA will submit 3 printed and bound copies, 1 unbound copy, and 10 electronic (PDF and/or CD‐ ROM) copies of the Draft IS/MND (including all technical appendices) to the city. LSA will also be  responsible for distributing up to 20 copies of the Draft IS/MND on CD‐ROM for public review. To  ensure compliance with the State CEQA Guidelines, LSA will also distribute 15 hard copies of the  Draft IS/MND and file a Notice of Completion (NOC) with the State Clearinghouse. The document  will be distributed via an overnight delivery service (with delivery confirmation).  The city will be responsible for publication of the public notice in a general circulation newspaper(s).  LSA will file the NOI with the County Clerk to begin the required public review period. The city will be  responsible for all necessary filing fees to be submitted to the County Clerk. LSA has not included the  cost of filing (currently $50) in our budget. The Notice of Completion (NOC) will be submitted to the  State Clearinghouse along with the required number of copies.  Task 4: Response to Comments  LSA will review the comment letters submitted on the Draft IS/MND as they are received during the  public review period. After reviewing the comments, but prior to preparing the responses, LSA will  discuss a strategy for the response document with the city. LSA recommends that specific/individual  responses be prepared within a memorandum format.  DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  4  Providing a budget estimate for responding to comments on the Draft IS/MND is challenging  because the volume and nature of the comments cannot be predicted. LSA has allocated 44 hours of  professional staff time plus 18 hours of support staff time to organize, prepare, and compile the  Response to Comments document. However, should additional time be required to respond to  comments, a contract amendment may be necessary. LSA will review the comments received and  confirm with the city whether these hours will be sufficient prior to initiating preparation of the  responses to comments. LSA will submit one draft electronic (PDF or CD‐ROM) copy of the Response  to Comments document to city staff for review. For the purposes of this Scope of Work and Budget,  LSA will respond to one round of comments on the responses to comments. Comments for all work  products must be consolidated (i.e., one set of non‐contradictory comments must be provided per  round of review).  Task 5: Screencheck Final IS/MND and Mitigation Monitoring and Reporting Program  Following review of the Draft Response to Comments, LSA will revise the responses to comments  document and assemble the Screencheck Final IS/MND. Following completion of the Screencheck  Final IS/MND, LSA will revise the MMRP, if necessary, to reflect any changes made to mitigation  measures during the responses to comments. LSA will submit up to one electronic (PDF and/or CD‐ ROM) copy of the draft MMRP for review by city staff. For the purposes of this Scope of Work and  Budget, LSA assumes one round of review. Following the city review of the MMRP, LSA will revise  the MMRP for its incorporation in the Final IS/MND (described further below).  Task 6: Final IS/MND and Notice of Determination   LSA will prepare the Final IS/MND, including the Response to Comments and MMRP, and supporting  documentation. LSA will submit one electronic copy (PDF and/or CD‐ROM) of the Preprint Final  IS/MND for review by city staff. For the purposes of this Scope of Work and Budget, LSA assumes  one round of staff review. Following the incorporation of the city’s revisions in the Final IS/MND, LSA  will submit 1 electronic copy (PDF and/or CD‐ROM), 1 unbound copy (including hard copies of the  technical appendices), and 25 bound copies (with technical appendices on a CD‐ROM) of the Final  IS/MND to the city for consideration during the project approval and IS/MND adoption process.  Subsequent to adoption of the IS/MND, LSA will provide the city with the Notice of Determination  (NOD) for submittal to the County Clerk. The city will assume responsibility for filing the NOD with  the County Clerk. It should be noted that failure to file the NOD within 5 business days of project  approval will substantially increase the period in which the project approval may be legally  challenged (i.e., from 30 days to 180 days).  The cost estimate does not include any public noticing of the environmental document in the  newspaper(s). LSA has not included the cost of filing the NOD and payment of fees with the County  Clerk (currently $2,406.75) in our budget.  Task 7: Reimbursable Expenses  Reimbursable costs associated with preparation of the IS/MND include document production, CD  production, and overnight mail services costs.  DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  5  Task 8: Project Management and Meetings  LSA will attend up to one coordination meeting with city staff, up to one meeting or hearing with the  city Planning Commission, and up to one meeting or hearing of the city to consider adoption of the  IS/MND and action on the proposed project. If requested, LSA will respond to relevant comments  raised during the planning commission hearing and public council hearing. This scope assumes  attendance at the meetings by two LSA staff members.  This work program is intended to ensure the smooth functioning of the CEQA process for the project  by maintaining open communications with city staff and project team. LSA will maintain a  continuous liaison with city staff by identifying key issues as they arise and developing resolution  strategies acceptable to the city staff and project team.  Task 9: Resource Agency Permitting  Acquisition of resource agency permits will be necessary, as the project is expected to affect  jurisdictional aquatic resources. Below are the relevant resource agency permits.    Task 9.1: Resource Agency Coordination  Budget for this task includes time for miscellaneous phone and email coordination with resource  agency staff to discuss impacts and mitigation requirements.  Task 9.2: United States Army Corps of Engineers Federal Clean Water Act Section 404 Individual  Permit  Working under the assumption that proposed project impacts to Waters of the United States will be  within the threshold for a Nationwide Permit, LSA will prepare an application for a Nationwide  Permit Authorization from the U.S. Army Corps of Engineers (Corps) pursuant to Section 404 of the  Federal Clean Water Act. LSA will prepare the application with support from the project design team  (LSA will require information regarding volumes of fill and dredged materials, impact areas,  methods, and the project description). LSA will submit the application in draft form for team and  City review and comments. LSA has allowed budget to address one round of consolidated and non‐ contradictory comments for this task. LSA will submit the final iteration to the Corps and will follow  up with Corps staff during the process.    Task 9.3: Regional Water Quality Control Board Federal Clean Water Act Section 401 Certification of  Water Quality Request  LSA will prepare a request for Certification of Water Quality from the Regional Water Quality Control  Board (RWQCB) pursuant to Section 401 of the Federal Clean Water Act. LSA will prepare the  application with support from the project design team (LSA will require information regarding  volumes of fill and dredged materials, impact areas, methods, and the project description). LSA will  submit the application in draft form for team and City review and comments. LSA has allowed  budget to address one round of consolidated and non‐contradictory comments for this task. LSA will  submit the final iteration to the RWQCB and will follow up with RWQCB staff during the process.  Please be advised that in order for the request to be deemed complete, the RWQCB will require a  certified CEQA document for the proposed project. As part of this task, LSA will use the RWQCB Fee  DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  6  Calculator to determine the fee amount. LSA has budgeted for this task with the understanding that  the City will pay any and all fees associated with regulatory agency permitting.  Task 9.4: California Department of Fish and Wildlife Lake or Streambed Alteration Agreement  Application  LSA will prepare the application with support from the project design team (LSA will require  information regarding volumes of fill and dredged materials, impact areas, methods, and the project  description). LSA will submit the application in draft form for team and City review and comments.  LSA has allowed budget to address one round of consolidated and non‐contradictory comments for  this task. LSA will submit the final iteration to the California Department of Fish and Wildlife (CDFW)  and will follow up with CDFW staff during the process. Please be advised that in order for the  request to be deemed complete, the CDFW will require a certified CEQA document for the proposed  project. As part of this task, LSA will use the CDFW Fee Calculator to determine the fee amount. LSA  has budgeted for this task with the understanding that the City will pay any and all fees associated  with regulatory agency permitting.       DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  7  SCHEDULE  Based on LSA’s experience, an IS/MND can be completed within 5 to 6 months, including the  required 30‐day public review period, after completion of the technical studies. LSA recommends  the city and the LSA Project Manager review the schedule below and make changes as necessary  prior to finalizing the scope, schedule, and budget for the project contract.  If more than one round of review is required for the Draft IS/MND, or the comments received are  more extensive than anticipated, the schedule and budget would need to be adjusted accordingly.  LSA will aggressively endeavor to keep the project on track. LSA also commits to providing sufficient  staff to be available for assignment to the IS/MND. The schedule reflects a best effort to complete  the project in a timely manner while at the same time providing the time and attention necessary to  ensure that the highest‐quality analysis and products are produced.  Task Period1  LSA Completes Project Description 1 week  LSA Completes Screencheck Draft IS 3 weeks2  Review of Screencheck Draft IS by city – Comments to LSA 2 weeks  LSA Completes Revised Screencheck Draft IS 1 week  Review of Revised Screencheck Draft IS by city –  Comments to LSA 1 week  LSA Completes Public Draft IS/MND 1 week  Public Review 30 days  LSA Completes Responses to Public Comments and  Prepares MMRP 2 weeks  Review of Screencheck Final IS/MND and MMRP by city  1 week  LSA Completes Final IS/MND and MMRP 1 week  LSA Prepares Notice of Determination  1 workday  TOTAL 18 + weeks after completion of technical studies2, 3  1 From receipt of required and relevant project specific information.  2 Technical studies are being prepared under separate contract.  3 The permitting is estimated to conclude within 60 days of submitting the application. CDFW requires an approved CEQA  document to finalize a Streambed Alteration Agreement (SAA). Acquisition of the SAA requires adoption of the CEQA  document.       DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1   3/26/20 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_rev2.docx)  8  ESTIMATED BUDGET  LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates  that these services can be completed for $91,175. LSA will not exceed this amount without your  prior authorization.  Tasks Estimated Cost  Task 1: Project Description $3,360  Task 2: Screencheck Initial Study/Mitigated Negative Declaration $25,225  Task 3: Draft IS/MND for Public Review $10,400  Task 4: Response to Comments $8,150  Task 5: Screencheck Final IS/MND and Mitigation Monitoring and Reporting Program $5,200  Task 6: Final IS/MND and Notice of Determination $3,540  Task 7: Reimbursable Expenses $1,470  Task 8: Project Management and Meetings $11,650  Task 9: Resource Agency Permitting  Task 9.1: Resource Agency Coordination $4,300  Task 9.2: Section 404 Permit $5,820  Task 9.3: Section 401 Water Quality Certification $6,240  Task 9.4: CDFW Lake or Streambed Alteration Agreement $5,820  TOTAL $91,175  If you are in agreement with the terms and conditions of this proposal, please provide written  authorization to proceed.  Sincerely,  LSA     David Atwater  Senior Environmental Planner    DocuSign Envelope ID: 47B9D95B-823F-4168-9FA5-7C096BFB9DD1 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 8 PROJECT NO. 6028 This eighth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., ("Contractor") a California corporation, and the City of Carlsbad, ("City") dated December 1, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated January 21, 2020, (“proposal”), attached as Appendix "A" for the Environmental Consulting Services for Palomar Airport Road and College Blvd. Intersection, (the “Project"). The Project services shall include Professional services and advice related to environmental documentaiton and analysis required under California Environmenal Quality Act. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within four hundred eithty (480) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD March 2, 2020 PSA19-565CA City Attorney Approved Version 7/19/17 2 performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $100,850. TABLE 1 FEE ALLOTMENT ENVIRONMENTAL CONSULTING SERVICES FOR PALOMAR AIRPORT ROAD AND COLLEGE BLVD. INTERSECTION TASK GROUP TIME & MATERIALS Project Initiation $1,650 Project Description $1,650 Technical Analysis $38,900 Negative Declaration/Mitigated Negative Declaration $48,500 Project Management and Meetings $9,050 Reimbursables $1,100 TOTAL (Not-to-Exceed) $100,850 CONTRACTOR LSA Associates, Inc. LSA Associates, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Michael Trotta/Chairman Nicole Dubois/Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD March 2, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD LSA is a business name of LSA Associates, Inc.      CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  January 21, 2020  Brandon Miles, P.E., T.E.  Associate Engineer  City of Carlsbad, Public Works Engineering  1635 Faraday Avenue  Carlsbad, CA 92008    Subject: Request for Proposal for the Preparation of California Environmental Quality Act (CEQA)  Compliance Documentation for the College Boulevard/Palomar Airport Road  Intersection Improvement Project   Dear Mr. Miles:  LSA appreciates the opportunity to submit this proposal for the preparation of a Mitigated Negative  Declaration (MND) to comply with CEQA for the reconstruction of the intersection of College  Boulevard and Palomar Airport Road in Carlsbad. The attached proposal is based on LSA’s  understanding of the proposed project; information provided by the City of Carlsbad’s (City) Public  Works department; LSA’s knowledge of City and local issues; and LSA’s experience in preparing  environmental documentation that is similar in scope to the proposed project.  LSA determined the proposed Project Management Team members based on their individual  experience on similar projects and their ability to work cohesively, ensuring the City with the  successful completion of the proposed project. Deborah Pracilio will serve as the Principal in Charge,  providing quality assurance for the life of the proposed project. David Atwater will serve as the  Project Manager, will be the main point of contact for the City, and will be readily available  throughout the duration of the project.   Although every effort has been made to anticipate your needs, LSA welcomes the opportunity to  discuss its strategy and the details of this scope of work. Should you require further information or  have any questions regarding the enclosed material, please do not hesitate to contact David Atwater  at (760) 931‐5471 or david.atwater@lsa.net.  LSA looks forward to working with the City’s Public Works department on the environmental  documentation for the proposed project.  Sincerely,  LSA Associates, Inc.  Deborah Pracilio  Principal  Attachment: A—Proposal for the Preparation of CEQA Compliance Documentation  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA     ATTACHMENT A    PROPOSAL FOR THE PREPARATION OF CEQA   COMPLIANCE DOCUMENTATION    DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 3  PROJECT UNDERSTANDING   The proposed improvement project is within the southbound approach lanes of College Boulevard  on the north side of Palomar Airport Road in Carlsbad. The intersection of College Boulevard and  Palomar Airport Road currently has one southbound left‐turn lane, one southbound through lane, a  Class II bicycle lane, and a southbound right‐turn lane. Both College Boulevard and Palomar Airport  Road are identified as an Arterial Street in the City’s General Plan Mobility Element. An Arterial  Street is defined as a primary vehicle route through the City with bicycle lanes and an ultimate cross‐ section width of six lanes. The Crossings at Carlsbad golf course is located on the east and west sides  of College Boulevard north of Palomar Airport Road; however, many natural, relatively undisturbed  areas remain within the golf course property. An existing office building and a vacant lot used for  seasonal events (e.g., pumpkin patch and Christmas trees sales) are located on the west side of  College Boulevard south of Palomar Airport Road.   The proposed project involves the reconfiguration of the existing southbound approach lanes of  College Boulevard at Palomar Airport Road to provide an additional through lane. After completion  of the project, the intersection of College Boulevard and Palomar Airport Road would have one  southbound left‐turn lane, two southbound through lanes, a Class II bicycle lane, and a southbound  right‐turn lane. Right‐of‐way (ROW) will need to be acquired on the west side of College Boulevard  to accommodate the proposed geometric changes. The proposed project does not include the  installation of any new landscaping but would result in the reconstruction of the existing sidewalk.  The project is not considered growth‐inducing as the intent of the improvements are to provide an  operational efficiency benefit at this specific intersection location and not to the network of City  roadways. The traffic pattern characteristics will remain relatively unchanged, and no new  operational trips would result.   PROJECT APPROACH   Based on our understanding of the proposed project and the project area, LSA has prepared a  pragmatic work program for completion of the environmental documentation required under CEQA.  LSA will take a proactive approach in resolving issues and pursuing needed information and  decisions to facilitate completion of the environmental analysis within the schedule. The following  approach demonstrates LSA’s ability to accomplish the scope of work contained herein. Specifically,  the work program will provide the City with the following:   An environmental document to allow environmental clearance of the proposed project,  including site preparation, construction, and operation of the proposed project.   An environmental analysis of all aspects of the proposed project, consistent with CEQA, in a  document that is defensible and complete.   A responsive schedule to include the timely consideration and approval of the environmental  document.   A communicative project management team.  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 4   A thorough and logically organized assessment of impacts to withstand scrutiny, as required by  CEQA.   Final environmental clearance for all project components.   Constructive and efficient collaboration with the City to minimize project delays.   Timely completion of all procedural steps required by CEQA according to an agreed‐upon  schedule.   A proactive approach to resolving issues and pursuing needed information and decisions to  facilitate completion of the CEQA requirements within the agreed‐upon schedule. If issues arise  that would jeopardize the schedule, LSA will immediately apprise the City of the problem and  diligently develop alternative approaches to maintain the schedule.   In‐house review of all products by a technical editor and a Principal prior to submittal, as stated  in the LSA Quality Control Handbook. LSA’s quality control procedures ensure that LSA  documents arrive for review in final form, allowing the reviewer to concentrate on issues of  substance rather than on editing tasks.     DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 5  SCOPE OF WORK  The tasks identified below constitute LSA’s work program for completion of the environmental  analysis and CEQA process for the proposed project. It is LSA’s professional opinion that a Mitigated  Negative Declaration (MND) would be required for project approval.  TASK 1.0: PROJECT INITIATION  Task 1.1: Kickoff Meeting  To ensure the orderly flow of project efforts, a project kickoff meeting will be undertaken at the  outset of the work effort. The meeting will be held with City staff to accomplish the following:   Establish a mutual understanding of the project objectives, identify key issues to be addressed in  the environmental document, explore community concerns regarding the project, and discuss  the City’s expectations for the consultant’s work effort   Obtain relevant plans, reports, and studies applicable to the project    Identify significance thresholds to be used in the CEQA analysis   Define communication protocols for requesting information from the City; establish protocols  for product review, communication, and coordination with City staff; and define project  milestones and decision points   Refine the project schedule   Identify the appropriate protocol concerning communication with other public/private entities  LSA will identify key critical‐path team decisions that are necessary to meet the project schedule.  Task 1.2: Data Request  The environmental document will include a detailed Project Description based on the project plans  provided by the City. LSA will use the Project Description to determine the potential environmental  effects of project implementation and to identify appropriate mitigation measures, if necessary. LSA  will assemble all pertinent data provided by the City for preparation of the environmental  document. To enable LSA to proceed, the following information must be provided by the City to  conduct the environmental analysis:   Any recent traffic count data in the project vicinity that represents the average daily trips at the  project location   The most recent Site Plan and any related statistical summary of the proposed project (gross  square footage and acreage)   The most recent earthwork information, including cut‐and‐fill quantities and construction  phasing information (including anticipated construction equipment and personnel)  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 6   Conceptual infrastructure improvement plans (e.g., water, sewer, storm drain, and electricity  connections)   A geotechnical evaluation that addresses any geotechnical constraints of affected soils within  the project limits   Hydrology and water quality information that demonstrates compliance with the County of San  Diego Standard Urban Stormwater Management Plan and County Hydrology Manual  TASK 2.0: PROJECT DESCRIPTION  LSA will work with the City to prepare a detailed CEQA Project Description for use in the technical  analysis. At a minimum, the Project Description will include the precise location and boundaries of  the project site, a statement of the project objectives, a description of the project’s technical and  environmental characteristics, requested discretionary actions, and a list of responsible agencies.  LSA will submit the draft Project Description to the City for review and comment. LSA will respond to  one round of comments from the City. This scope and budget assumes one set of non‐conflicting,  consolidated comments from the City.  TASK 3.0: TECHNICAL ANALYSIS  Technical analyses will be required to substantiate the findings of the MND. All of the technical  scopes below assume one round of review by the City. It is not anticipated that LSA technical  specialists will be required to attend any team meetings or public hearings related to processing the  proposed project. Therefore, this task and the associated costs are not included in this proposal.  Attendance at meetings by technical staff can be provided at an additional cost negotiated before  this service is provided.  Task 3.1: Biological Resources Assessment   Task 3.1.1: Biological Resources Survey and Mapping  Prior to conducting the field survey, LSA will review the California Department of Fish and Wildlife  (CDFW) California Natural Diversity Data Base (CNDDB), the California Native Plant Society database  of rare plants, and other appropriate sources to identify special‐status species or other resources  with the potential to occur within or in the vicinity of the project study area. LSA will conduct a  pedestrian survey of the entire project study area and map vegetation communities according to the  Holland’s plant community descriptions. LSA will use a field map containing the high‐resolution  aerial photograph base overlaid with the study area boundaries to mark the limits of vegetation  communities and other biological resources, which will then be digitized using geographic  information systems software. LSA will assess the potential for special‐status species to occur on  site. Budget for this task includes travel time and a reimbursable mileage expense.  Task 3.1.2: Biological Resources Technical Report  LSA will prepare a biological resources technical report in accordance with the City’s Habitat  Management Plan and Guidelines for Biological Studies. The report will address the biological  resources present within the project study area, the relative sensitivity of any resources, and  potential mitigation requirements for impacts to resources. LSA will summarize the results of  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 7  the database search along with other information obtained during the field survey in a table  addressing the likelihood for any listed special‐status species to occur within the subject property.  Recommendations for further surveys or mitigation to avoid impacts to special‐status species will  be included in the report. Budget for this task allows for analysis of impacts to biological resources  for one conceptual design footprint. LSA will submit the draft biological resources report to the  City in electronic format for review. Upon completion of review, and upon receipt of one set of  consolidated comments, LSA will incorporate appropriate comments and finalize the report. Budget  for this task allows for one round of revisions.  Task 3.2: Jurisdictional Delineation  Task 3.2.1: Jurisdictional Delineation Fieldwork  Concurrent with Task 3.1.1: Biological Resources Survey and Mapping, LSA will also delineate the  jurisdictional limit of all waters of the United States and adjacent wetlands within the designated  study area in accordance with the United States Army Corps of Engineers’ (Corps) 2008 Regional  Supplement to the Corps of Engineers Wetland Delineation Manual: Arid West Region and the 1987  Corps Wetland Delineation Manual. Concurrently, LSA will determine the extent of any streambed  and associated riparian habitat within the study area that is subject to review by the CDFW pursuant  to Section 1602 of the California Fish and Game Code and wetlands subject to California Coastal  Commission (CCC) jurisdiction pursuant to the California Coastal Act.  Task 3.2.2: Jurisdictional Delineation Report  The results of the jurisdictional delineation will be summarized in a report suitable for submittal to  the CDFW, the Corps, the Regional Water Quality Control Board (RWQCB), and the CCC for purposes  of regulatory permitting and for inclusion as a technical appendix in the environmental document.  Accordingly, the report will identify and quantify jurisdictional areas, including a breakdown of  waters of the United States and adjacent wetlands, as well as streambeds and any associated  riparian habitat subject to jurisdiction of the CDFW and CCC jurisdictional wetlands within the study  area. LSA will submit an electronic copy of the draft report to the City for one round of review. Upon  completion of review, and upon receipt of one set of consolidated comments, LSA will incorporate  appropriate comments and finalize the report. Budget for this task allows for one round of revisions.  Task 3.3: Resource Agency Permitting (Optional Task)  Acquisition of resources agency permits will be necessary if the results of the biological resources  assessment and jurisdictional delineation determine that the project will significantly affect  jurisdictional aquatic resources. Below are the relevant resource agency permits. Although the  proposed project site is within the California Coastal Zone, LSA is not including procurement of a  Coastal Development Permit (CDP) in this proposal because the City has a certified Local Coastal  Program (LCP) and will process the CDP internally.  Task 3.3.1: Resource Agency Coordination  LSA will schedule and attend a site meeting with representatives from the resource agencies (CDFW,  Corps, and RWQCB) and the project team to introduce resource agency staff to the proposed project  and to discuss impacts and mitigation requirements. Budget for this task includes time for  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 8  miscellaneous phone and email coordination, as well as meeting participation. LSA specifies 27  professional staff hours for resource agency coordination during the permitting process.  Task 3.3.2: United States Army Corps of Engineers Federal Clean Water Act Section 404 Nationwide  Permit Authorization  LSA will prepare an application for a Nationwide Permit Authorization from the Corps pursuant to  Section 404 of the Federal Clean Water Act. LSA will prepare the application with support from the  project design team (LSA will require information regarding volumes of fill and dredged materials,  impact areas, methods, and the Project Description). LSA will submit the application in draft form for  team and City review and comments. LSA has allowed budget to address one round of consolidated  and non‐contradictory comments for this task. LSA will submit the final iteration to the Corps and  will follow up with Corps staff during the process.  Task 3.3.3: Regional Water Quality Control Board Federal Clean Water Act Section 401 Certification  of Water Quality Request  LSA will prepare a request for Certification of Water Quality from the RWQCB pursuant to Section  401 of the Federal Clean Water Act. LSA will prepare the application with support from the project  design team (LSA will require information regarding volumes of fill and dredged materials, impact  areas, methods, and the Project Description). LSA will submit the application in draft form for team  and City review and comments. LSA has allowed budget to address one round of consolidated and  non‐contradictory comments for this task. LSA will submit the final iteration to the RWQCB and will  follow up with RWQCB staff during the process. Please be advised that in order for the request to be  deemed complete, the RWQCB will require a certified or adopted CEQA document for the proposed  project. As part of this task, LSA will use the RWQCB Fee Calculator to determine the fee amount.  LSA has budgeted for this task with the understanding that the City will pay any and all fees  associated with regulatory agency permitting.  Task 3.3.4: California Department of Fish and Wildlife Lake or Streambed Alteration Agreement  Application  If impacts are proposed to occur to streambed, banks, and/or associated riparian vegetation, then  LSA will prepare a Lake or Streambed Alteration Agreement application for submittal to the CDFW  pursuant to Section 1600 et seq of the California Fish and Game Code. LSA will prepare the  application with support from the project design team (LSA will require information regarding  volumes of fill and dredged materials, impact areas, methods, and the Project Description). LSA will  submit the application in draft form for team and City review and comments. LSA has allowed  budget to address one round of consolidated and non‐contradictory comments for this task. LSA will  submit the final iteration to the CDFW and will follow up with CDFW staff during the process. Please  be advised that in order for the request to be deemed complete, the CDFW will require a certified  CEQA document for the proposed project. As part of this task, LSA will use the CDFW Fee Calculator  to determine the fee amount. LSA has budgeted for this task with the understanding that the City  will pay any and all fees associated with regulatory agency permitting.  Task 3.4: Assembly Bill (AB) 52 Native American Consultation Support (Optional Task)  If requested, LSA will contact the Native American Heritage Commission to request a search of the  Sacred Lands File for a list of tribes/groups/individuals with ancestral ties to the project area that  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 9  could have an interest in consulting with the City on the project, and for information about cultural  resources on the project site of traditional or cultural value to tribal organizations. Using the results  of the Sacred Lands File search, LSA can provide support to the City in the consultation effort  required under AB 52. Tasks performed by LSA may include any or all of the following:  (1) drafting a  letter to each identified tribe that includes a project description, an invitation to consult on the  project, and a request for cultural information pertaining to the project area; (2) mailing the letters  via certified mail; and (3) depending on whether a response has been received, following up with up  to two telephone and/or emails to ensure that the tribe has had the opportunity to comment. All  details of the consultation process, including records of written and verbal communications, will be  included in a letter report provided to the City.  TASK 4.0: INITIAL STUDY/MITIGATED NEGATIVE DECLARATION  An Initial Study (IS) is used to determine whether to prepare a Negative Declaration (ND), an MND,  or an Environmental Impact Report (EIR). More specifically, an IS is a preliminary analysis of a  project intended to achieve the following:  1. Provide project information  2. Enable an agency to identify methods for changing a project with the intent of eliminating or  reducing (mitigating) substantial environmental damage  3. Assist in the preparation of EIRs by identifying the environmental topics upon which an EIR  should focus (or, if an EIR is not required, provide documentation of the factual basis for the  finding in an ND that a project will not have a significant effect on the environment)  4. Identify possible appropriate mitigation measures  5. Ensure that all potential areas of environmental impact are identified  LSA will utilize the Environmental Checklist Form in Appendix G of the State CEQA Guidelines. The IS  Checklist includes categories of potential physical impacts, such as air quality and noise impacts, and  provides a preliminary summary of the potential impacts in each environmental topic area.  During preparation of the IS, LSA will review all available data pertaining to the project site and the  proposed project. To address checklist questions relating to cultural resources, LSA has included the  cost to obtain a records search from the South Coastal Information Center at San Diego State  University. The more detailed the information and data provided, the more detailed the analysis in  the IS. To address checklist questions relating to air quality, greenhouse gas emissions, noise, and  paleontological resources, LSA has included hours for Task 4.1 (Administrative Draft MND) for the  required analysis (i.e., no standalone technical study will be prepared for these environmental  topics).   The following scope of work provides the tasks to complete an MND. If, based on the information  provided in the technical studies or the analysis provided in the MND, the proposed project may  result in an impact that cannot be reduced to a less than significant level, LSA will immediately  apprise the City of the issue and work proactively with City staff to identify: (1) additional measures,  project changes, or design features that may reduce the potential impact to a less than significant  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 10  level, or (2) the most expedient method of providing appropriate environmental clearance under  CEQA. As lead agency under CEQA, the City has the final decision on which environmental document  to prepare.  LSA will prepare an MND for the proposed project consistent with the requirements of CEQA, the  State CEQA Guidelines, and the City. The environmental documentation shall include a careful,  objective, and detailed evaluation of the proposed project. The MND will include a description of  the project; a discussion of project objectives, the geographical setting, and related projects; and  any additional information required pursuant to State CEQA Guidelines Section 15063(d).  Preparation of an MND includes the following subtasks. LSA’s scope of work and budget assumes  one set of non‐conflicting and consolidated comments from the City for all work products.  Task 4.1: Administrative Draft Mitigated Negative Declaration  LSA will prepare an Administrative Draft MND. Any technical analyses completed to date, along with  the technical analysis identified above, will be incorporated into the environmental document.  Consistent with State CEQA Guidelines requirements, the Administrative Draft MND will analyze  project impacts based on thresholds outlined in the CEQA Initial Study Checklist (Appendix G of the  State CEQA Guidelines) and will identify standard conditions and mitigation measures where  necessary.   Once the Administrative Draft MND is complete, LSA will submit it to the City for review. LSA will  submit one complete Microsoft Word file and PDF file of the Administrative Draft MND.  Task 4.2: Preprint Draft Mitigated Negative Declaration for Public Review  LSA will respond to one round of comments from the City and will complete the necessary revisions  to the document. LSA will provide the preprint version of the Draft MND to City staff for a limited  final review prior to printing. The purpose of submitting this preprint version will be to review the  changes to the document, resolve any remaining questions that arise from comments, and verify  that the City is satisfied with the overall Draft MND.  Notice of Intent, Notice of Completion, and Distribution List  LSA will prepare a Draft Notice of Intent (NOI) regarding the availability of the Draft MND for public  review. LSA will assemble the project distribution list for the NOI in consultation with the City; this  scope of work assumes distribution of 50 NOIs via parcel delivery service. The distribution list will be  provided by the City.   LSA will also prepare and submit a Notice of Completion (NOC) to the State Clearinghouse for  distribution to State agencies.  Distribution  Once the Preprint Draft MND is approved for public review, LSA will print and mail (via overnight  delivery service) up to 30 copies of the MND (this assumes 15 print copies with technical  information on CD to the State Clearinghouse and 15 CD copies to other interested agencies). This  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 11  distribution list will include responsible agencies and other relevant public agencies. Copies of the  document will be distributed via overnight delivery service with delivery confirmation.  LSA will also provide up to three print copies (with technical information on CD) to the City and two  print copies (with technical information on CD) to area libraries.  It is assumed that the City will make the MND available in PDF format on its website. LSA will  provide a bookmarked PDF copy of the MND for posting on the City’s website. The City will also be  responsible for publication of the public notice in a general‐circulation newspaper. LSA will file the  NOI with the San Diego County (County) Clerk to begin the required public review period. The City  will be responsible for providing checks for all necessary filing fees required by the County Clerk.  Task 4.3: Final Mitigated Negative Declaration  Responses to Comments and Final Mitigated Negative Declaration  Although CEQA does not require that a Response to Comments document be prepared for an MND,  LSA will prepare written responses to comments received on the Draft MND that raise substantive  environmental issues and will submit the responses for review to City staff after the close of the  public comment period. LSA shall confer with City staff to review written comments and comments  from any public meetings in order to develop a general framework and strategy for the preparation  of responses. LSA specifies 24 professional staff hours for the preparation of responses to  comments. If a large number of comments are received or comments require additional technical  analysis, a budget augment may be warranted. Any revisions to the MND will be indicated in an  errata document. Responses to comments and the errata document will be submitted to the City for  one round of review.   Mitigation Monitoring and Reporting Program (Mitigated Negative Declaration only)  After the Final MND has been reviewed by the City, LSA will prepare a Mitigation Monitoring and  Reporting Program (MMRP) in accordance with State CEQA Guidelines Section 15097 for use in  ensuring implementation of the mitigation measures for the project. The MMRP will list all  mitigation measures presented in the MND and identify the City department that will be responsible  for monitoring and/or implementing each mitigation measure.  Distribution  Although CEQA does not require that responses to comments be distributed to public agencies that  commented on the MND, LSA recommends such distribution. LSA can handle this distribution, if  requested. LSA will distribute individual responses to comments to the specific public agency that  commented on the MND and does not propose to distribute all responses on the MND to each  agency (e.g., CDFW distribution will only include CDFW responses to CDFW comments).   LSA will provide up to five print copies (with technical information on CD) of the Final MND, one  unbound reproducible copy, one electronic copy in PDF format, and one electronic copy in Microsoft  Word format.  DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 12  Notice of Determination  Following the City’s approval of the MND, LSA will prepare and file a Notice of Determination (NOD)  with the County Clerk. The City shall provide a check for all necessary filing fees (including CDFW  fees) to be submitted to the County Clerk with the NOD. Once the NOD is filed with the County  Clerk, LSA will provide the original CDFW receipt and copy of the filed NOD to the City for its records.  TASK 5.0: PROJECT MANAGEMENT AND MEETINGS  This task represents an active project management role and includes attendance at various project  meetings as well as coordination with agencies and interested parties. The project management role  provides a mechanism to ensure there is an adequate exchange of information during project  startup and preparation of the environmental document. This task includes notifying the City of  problems as they are encountered and working expeditiously to resolve them. Important elements  of this task will be to maintain the project schedule, oversee the budget, and coordinate efforts with  the City. This task also includes time to provide the City with information and advice related to the  particular environmental issues associated with the proposed project. LSA’s Principal in Charge/  Project Manager will maintain ongoing verbal and email communication with the City.  Attendance at one internal team meeting and one public hearing (City Council) is included in LSA’s  scope of work. The budget anticipates attendance by two LSA Team members at the meetings,  depending on the issues to be discussed.   Table A, below, shows the anticipated project schedule which is projected to take 23 weeks. Table B,  below, provides the estimated budget. Both the budget total of $76,650, without Optional Tasks,  and the budget total of $100,850, with Optional Tasks, are shown.        DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 13  TABLE A: PROJECT SCHEDULE   TASK TIME1  Authorization to Proceed/Project Kickoff —  Task 1.0: Project Initiation   1.1: Kickoff Meeting  1 day  1.2: Data Request 1 day  Task 2.0: Project Description  Project Description 1 week  Task 3.0: Technical Analysis   3.1: Biological Resources Assessment 6 weeks  3.2: Jurisdictional Delineation 6 weeks  Task 4.0: Initial Study/Mitigated Negative Declaration   4.1: First Administrative Draft MND  6 weeks  4.2: Preprint and Public Draft MND  1 week  Public Review 20 days  4.3: Final MND   Responses to Comments and Final MND  4 weeks  Mitigation Monitoring and Reporting Program  1 week  Notice of Determination 1 day  Task 5.0: Project Management and Meetings  5.1: Project Management Ongoing  5.2: Meetings Ongoing  Total Schedule +23 weeks  1 Assumes some time overlap in work tasks. Estimates do not include City staff review cycles.  MND = Mitigated Negative Declaration     DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD REQUEST FOR PROPOSAL FOR THE PREPARATION OF CEQA  COMPLIANCE DOCUMENTATION  JANUARY 2020  COLLEGE BOULEVARD/PALOMAR AIRPORT ROAD INTERSECTION  IMPROVEMENT PROJECT CITY OF CARLSBAD, CALIFORNIA   L:\PROPOSAL\Open Proposals\HCR1808.04P ‐ College_PAR\CEQA\College at PAR Intersection_Final_Clean.docx «01/21/20» 14  TABLE B: PROJECT BUDGET  TASK BUDGET  Task 1.0: Project Initiation   1.1: Kickoff Meeting  $850  1.2: Data Request $800  Task 2.0: Project Description  Project Description $1,650  Task 3.0: Technical Analysis  3.1: Biological Resources Assessment $7,500  3.2: Jurisdictional Delineation $7,200  3.3: Resource Agency Permitting (OPTIONAL) $23,000  3.4: AB 52 Native American Consultation Support (OPTIONAL) $1,200  Task 4.0: Negative Declaration/Mitigated Negative Declaration  4.1: Administrative Draft MND  $29,500  4.2: Preprint and Public Draft MND  $6,000  4.3: Final MND  $13,000  Task 5.0: Project Management and Meetings  Project Management $5,800  Meetings $3,250  Reimbursables  Reimbursables $1,100  Total Budget  $76,650  Total Budget with Optional Tasks $100,850  MND = Mitigated Negative Declaration        DocuSign Envelope ID: 809CC002-9B57-4B5A-A2F1-21C3EF0C77FD ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 7 PROJECT NO. 5503 This seventh Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental Consulting Services in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated January 13, 2020, (“proposal”), attached as Appendix "A" for the Environmental Consulting Services for the North Ponto Interceptor Manhole Rehabilitation Project, (the “Project"). 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within seven (7) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within six (6) months thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on calendar days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $16,850. DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F February 4, 2020 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT EVIRONMENTAL CONSULTING SERVICES FOR THE NORTH PONTO INTERCEPTOR MANHOLE REHABILITATION PROJECT TASK GROUP TIME & MATERIALS Task 1: General Biological Resources Survey $900 Task 2: Biological Resources Summary Letter $5,200 Task 3: Agency Coordination $1,700 Task 4: Biological Monitoring $7,300 Task 5: Coordination/Project Management $1,750 TOTAL $16,850 CONTRACTOR LSA Associates, Inc. LSA Associates, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mike Trotta, Chairman Nicole Dubois, Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Vicki V. Quiram, Utilities Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Assistant City Attorney DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F February 4, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F LSA is a business name of LSA Associates, Inc.  CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  January 13, 2020  Jesse Castaneda, Utilities Supervisor  City of Carlsbad  Public Works   5950 El Camino Real  Carlsbad, California 92008‐8802  Subject: Proposal to Provide Environmental Consulting Services for the North Ponto Interceptor  Manhole Rehabilitation Project  Dear Mr. Castaneda:  LSA hereby submits this proposal to provide environmental consulting services in support of the  North Ponto Interceptor Manhole Rehabilitation Project in the City of Carlsbad (city), San Diego  County, California. Specifically, LSA proposes to perform a general biological resources survey within  the vegetated corridor east of and adjacent to the railway between Avenida Encinas and Poinsettia  Boulevard; prepare a letter summarizing the results of the survey and providing recommendations  for avoidance/minimization to special‐status biological resources; coordinate with the California  Coastal Commission (CCC), U.S. Fish and Wildlife Service (USFWS), and California Department of Fish  and Wildlife (CDFW) to discuss the proposed project and avoidance of impacts to species potentially  listed as threatened or endangered according to the Federal Endangered Species Act (FESA) and/or  the California Endangered Species Act (CESA); and provide biological monitoring during the  proposed project activities to assist the city in avoidance of impacts to special‐status biological  resources.  SCOPE OF WORK  Task 1: General Biological Resources Survey  Prior to conducting the field survey, LSA will review the CDFW California Natural Diversity Data Base  (CNDDB), California Native Plant Society database of rare plants, and other appropriate sources to  identify special‐status species or other resources with the potential to occur within or in the vicinity  of the project study area. LSA will conduct a pedestrian survey of the entire project study area and  map vegetation communities according to the Holland plant community descriptions. LSA will use a  field map containing the high‐resolution aerial photograph base overlaid with the study area  boundaries to mark the limits of vegetation communities and other biological resources, which will  then be digitized using geographic information systems software. LSA will assess the potential for  special‐status species to occur on site. LSA will not survey within the North County Transit District –  owned portion of the Poinsettia Station Vernal Pool Preserve. The city will provide vegetation and  species data for this area to LSA.  Task 2: Biological Resources Summary Letter  LSA will prepare a letter summarizing the results of the database search along with information  obtained during the general biological resources survey. The letter will include measures for  DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F 10/18/19 (C:\Users\JMorales\Desktop\AAA617‐Poinsettia MH Rehab Bio Proposal_revised.docx)  2 avoidance of impacts to special‐status plant and wildlife species during project‐related activities and  graphic exhibits showing the locations of biological resources. The letter will include a section  discussing how the project will be compliant with the city’s Habitat Management Plan (HMP). The city  is expected to request HMP coverage of vernal pool species prior to project implementation. If impacts  to vernal pool species cannot be avoided, then mitigation measures provided by the agencies (see Task  3) will be included in the letter. LSA will submit a draft version of the letter to the city in electronic  format for review. Upon completion of review, and upon receipt of one set of consolidated  comments, LSA will incorporate appropriate comments and finalize the letter. Budget for this task  allows for one round of revisions.  Task 3: Agency Coordination  LSA will contact representatives of the CCC, USFWS, and CDFW (agencies) to seek technical  assistance concerning the execution of project‐related activities within areas known to be occupied  by threatened or endangered species. Upon authorization from the city, LSA will provide a copy of  the letter to representatives of the agencies to demonstrate that, with the implementation of  avoidance measures, impacts to threatened or endangered species are not expected. The agencies  may provide additional avoidance or mitigation measures for the project.  Task 4: Biological Monitoring  LSA will provide as‐needed biological monitoring during project‐related activities. At a minimum, the  biological monitor should be present during work area establishment, equipment staging, manhole  and work area access, commencement of rehabilitation activities, and demobilization. Frequency and  duration of monitoring will be determined by LSA in coordination with the city. This budget includes 40  hours for a biological monitor. If the monitoring effort exceeds 40 hours, LSA will require a budget  augment.  Task 5: Coordination/Project Management  This budget includes time for as‐necessary coordination with city staff as well as general project  oversight.  ESTIMATED BUDGET  LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates  that these services can be completed for $16,850 in accordance with the following table. LSA will  not exceed this amount without your prior authorization.  Tasks Estimated Cost  Task 1: General Biological Resources Survey $900  Task 2: Biological Resources Summary Letter $5,200  Task 3: Agency Coordination $1,700  Task 4: Biological Monitoring $7,300  Task 5: Coordination/Project Management $1,750  TOTAL $16,850  DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F 10/18/19 (C:\Users\JMorales\Desktop\AAA617‐Poinsettia MH Rehab Bio Proposal_revised.docx)  3 If you are in agreement with the terms and conditions of this proposal, please provide written  authorization to proceed.  Sincerely,  LSA ASSOCIATES, INC.  Jaime Morales  Senior Biologist    Attachment: Billing Rates  DocuSign Envelope ID: E7756961-D1A6-4BA4-9452-A959A99F577F ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 6 PROJECT NO. 6619 This sixth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., ("Contractor") a California corporation, and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide environmental management services in accordance with the "Guidelines for Biological Studies", 2008 edition, as published by the City's Planning Department, and the proposal dated January 13, 2020, (“proposal”), attached as Appendix "A" for the Light Footed Ridgeway Rail Focused Survey, (the “Project"). The Project services shall include light footed ridgeway rail presence surveys in support of the Buena Vista Creek Channel Maintenance Project at the El Camino Real Bridge. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundred and eighty (180) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $5,600. DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 January 24, 2020 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT SPECIAL STATUS WILDLIFE SPECIES STUDY TASK GROUP TIME & MATERIALS Ridgeway Rail Special Status Species Study $$5,600 TOTAL (Not-to-Exceed) $5,600 CONTRACTOR LSA Associates, Inc. LSA Associates, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mike Trotta, Chairman Nicole Dubois, Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: _______________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 January 24, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 LSA is a business name of LSA Associates, Inc.        CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  January 13, 2020  Danny Zimny, P.E., Q.S.D, Assistant Engineer  City of Carlsbad  Public Works – Transportation and Engineering  1635 Faraday  Carlsbad, California 92008  Subject: Budget Augment Request for the Buena Vista Creek Maintenance Project (LSA Project  No. HCR1808.02)  Dear Mr. Zimny:  LSA hereby submits this budget augment request to provide additional environmental consulting  services in support of the Buena Vista Creek Maintenance Project in the City of Carlsbad (city), San  Diego County, California. Specifically, LSA proposes to perform a light‐footed Ridgway’s rail (Rallus  obsoletus levipes) focused survey in support of the subject project.  SCOPE OF WORK (TASK NUMBERING CONTINUED FROM ORIGINAL PROPOSAL)  Task 11: Light‐footed Ridgway’s Rail Focused Survey  The United States Fish and Wildlife Service (USFWS) has no current survey protocol for the light‐ footed Ridgway rail, but has left it to the discretion of the permitted biologist to formulate his or her  own survey methodology. The Ridgway Rail Study Team has submitted its draft recommendations to  the USFWS, and these recommendations are summarized below.  LSA subcontractor Konecny Biological Services (KBS) will perform six survey visits between February  15 and April 31, 2020. Survey visits may be conducted at either dawn or dusk. Dusk survey visits will  begin two hours before sunset and continue until dark. Dawn survey visits will be at sunrise and  continue for no more than two hours. There is a minimum of one week between survey visits.  KBS/LSA will provide a letter report to the City documenting the methods and results of the focused  survey. The report will include a map of the project area with locations of target species sightings (if  any) and of habitat occupied by target species (if any). Pursuant to USFWS and California  Department of Fish and Wildlife (CDFW) permit conditions, a copy of the report will be provided to  the USFWS and CDFW within 45 days of completion of the report. The results of the focused survey  will be included in the project’s forthcoming biological resources technical report.  ESTIMATED BUDGET  LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates  that these services can be completed for $5,600. LSA will not exceed this amount without your prior  authorization.  DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700   1/13/20 (P:\HCR1808 City of CB Master Agreement\Task Orders\HCR1808.02 ‐ Buena Vista Creek Channel\Project Management\BV Creek Maintenance Project  Augment_LFRR.docx)  2  If you are in agreement with the terms and conditions of this proposal, please provide written  authorization to proceed.  Sincerely,  LSA ASSOCIATES, INC.   Jaime Morales  Senior Biologist    Attachment: Billing Rates    DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 PSA 19-565CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE l. Ashley Davis Principal in Charge $249 2. David Atwater Project Manager $162 3. Dean Arizabal Associate/Senior $173 Transportation Planner 4. Adrianne Beazley Associate/Senior $179 Environmental Planner 5. Natalie Brodie Associate/Cultural $146 Resources Manager 6. Shelby Cramton Environmental Planner $103 7. Anthony Greco Senior Biologist $135 8. Alyssa Helper Senior Environmental $141 Planner 9. Michael Hendrix Associate/Climate $265 Change 10. Christina Hirt Environmental Planner $114 11. Patrick Kallas Assistant Environmental $92 Planner 12. Jaime Morales Senior Biologist $135 13. Anthony Petros Principal/Transportation $244 14. Michael Slavick Senior Air Quality $195 Specialist 15. J.T. Stephens Associate/Senior Air $168 Quality Specialist 16. Mike Trotta President/Principal $271 Biologist 17. Nicole West Associate/Senior Water $195 Quality Specialist 11 DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 PSA 19-565CA SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. Steve Beck/Ninyo & Moore Principal Environmental $196 Geologist 2. Adrian Olivares/Ninyo & Moore Senior Project $179 Environmental Scientist 3. Christina Tretinjak/Ninyo & Moore Senior Project Geologist $179 EXPENSES DESCRIPTION COST % MARKUP l. Reproduction (8.5 X 11) B/W $.07 per page 10 2. Reproduction (8.5 X 11) Color $.40 per page 10 4. Reproduction (11 X 17) B/W $.10 per page 10 5. Reproduction (llx17) Color $.75 per page 10 6. CD Production $5.00 per CD 10 7. USB Flash Drive $5.00 per drive 10 8 Aerial Drone $200.00 per day 10 9. Plotting $3.75 per sf 10 10. Mileage On Road Current federal rate 10 11. Mileage Off-Road Current federal rate 10 12. GPS Unit $75.00 per day 10 13. Total Station Surveying Instrument $50.00 per day 10 14. Level (Laser or Optical) $25.00 per day 10 15. Laser Rangefinder $25.00 per day 10 16. Sound Meter $75.00 per day 10 17. Sound Meter with Velocity Transducer $85.00 per day 10 18. Aerial Photo Cost 10 19. Boat Rental $125.00 per day 10 20. Water Quality Meter $25.00 per day 10 21. Night Vision Goggles $50.00 per unit per night 10 Master Agreement Consulting Services Request for Qualification RFQ No.18-05 DocuSign Envelope ID: 1ECCDA79-55C2-4D28-A5D6-9201F7376700 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 5 PROJECT NO. 50541 This fifth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental Consulting Services in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated December 6, 2019, (“proposal”), attached as Appendix "A" for the Environmental Consulting Services for the Calavera Dam Valve Replacement Project, (the “Project"). The Project services shall include construction document review and coordination, a biological resources memorandum and a nesting bird survey. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within thirty working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually DocuSign Envelope ID: BE62E1C8-4F51-4421-992B-F9C91C769E49 January 8, 2020 PSA19-565CA City Attorney Approved Version 7/19/17 2 performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $3,750. TABLE 1 FEE ALLOTMENT ENVIRONMENTAL CONSULTING SERVICES FOR THE CALAVERA DAM VALVE REPLACEMENT PROJECT TASK GROUP TIME & MATERIALS Task 1: Construction Document Review and Coordination $1,140 Task 2: Biological Resources Memorandum $1,900 Task 3: Nesting Bird Survey $710 TOTAL (Not-to-Exceed) $3,750 CONTRACTOR LSA Associates, Inc LSA Associates, Inc (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mike Trotta, President Rosalena Evans, CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Vicki V. Quiram, Utilities Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: BE62E1C8-4F51-4421-992B-F9C91C769E49 January 8, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: BE62E1C8-4F51-4421-992B-F9C91C769E49   12/6/19 (C:\Users\JMorales\Desktop\Proposals\AAA617‐Calavera Dam Valve Replacement Project Proposal.docx)       CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  LSA is a business name of LSA Associates, Inc.  December 6, 2019  Mark Biskup  Public Works Department  City of Carlsbad  5950 El Camino Real  Carlsbad, California 92008  Subject: Proposal to Provide Environmental Consulting Services for the Calavera Dam Valve  Replacement Project  Dear Mr. Biskup:  LSA hereby submits this proposal for environmental consulting services in support of the City of  Carlsbad Public Works Department’s Calavera Dam Valve Replacement Project in the City of  Carlsbad (city), San Diego County, California. Specifically, LSA proposes to review construction  documents, provide a memorandum verifying that impacts to biological resources will be less than  significant and that impacts to areas subject to resource agency jurisdiction will be avoided, and  perform a nesting bird survey if construction activities occur during the bird breeding season  (February 1 through September 15). On behalf of the city, LSA will submit an electronic copy of this  memorandum to resource agency staff informing them of the proposed activity. LSA understands  that it may not receive construction documents until after the desired contractor has been chosen,  at which point the construction methodology will have been finalized and an accurate project  description can be included in the memorandum.  SCOPE OF SERVICES  Task No. 1: Construction Document Review and Coordination  This budget includes time for construction document review and miscellaneous coordination via  telephone, email, and internet file sharing with City and resource agency staff.  Task No. 2: Biological Resources Memorandum  LSA will prepare a biological resources memorandum summarizing the review of the construction  plans and verifying that impacts to biological resources will be less than significant. The  memorandum will include a figure depicting the proposed project site plan and the limits of existing  California Department of Fish and Wildlife‐permitted maintenance areas on an aerial photograph  base. As a courtesy, LSA will submit an electronic copy of this memorandum to resource agency staff  informing them of the proposed activity.  Task No. 3: Nesting Bird Survey  If construction activities are performed during the bird breeding season (February 1 through  September 15), then LSA will conduct a nesting bird survey no more than 48 hours prior to  DocuSign Envelope ID: BE62E1C8-4F51-4421-992B-F9C91C769E49 12/6/19 (C:\Users\JMorales\Desktop\Proposals\AAA617‐Calavera Dam Valve Replacement Project Proposal.docx)  2 commencement of construction activities. This task assumes negative survey results. LSA will  provide the results of the nesting bird survey to the city in an email.  If active nests are identified during the survey, then LSA will establish a buffer between project‐ related activities and the active nest so that nesting activities are not interrupted. If an active nest is  identified too close to the construction activity to establish a buffer, then construction will need to  be suspended until the nest is vacated. If nest monitoring is required, then LSA will request a budget  augment.  ESTIMATED BUDGET  LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates  the cost for labor and other direct costs at $3,750 (see budget table below for task‐by‐task cost  breakdown).  TASK COST  Task No. 1: Construction Document Review and Coordination $1,140  Task No. 2: Biological Resources Memorandum $1,900  Task No. 3: Nesting Bird Survey $710  TOTAL $3,750  LSA will not exceed the above amount without prior written authorization. If you are in agreement  with the terms and conditions of this proposal, please provide written authorization to proceed.  Sincerely,  LSA        Jaime Morales  Senior Biologist  DocuSign Envelope ID: BE62E1C8-4F51-4421-992B-F9C91C769E49 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 6329 AND 6330 This fourth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA ASSOCIATES, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated September 24, 2019, (“proposal”), attached as Appendix "A" for the Traffic Investigation Revision for Poinsettia Lane Gap Closure, (the “Project"). The Project services shall include Revise the Traffic Investgation for Poinsettia Lane Gap Closure at two segments, and support a Public Outreach Meeting.. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within Five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundred and fifty (150) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $10,000. DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 October 7, 2019 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT TRAFFIC INVESTIGATION REVISION FOR POINSETTIA LANE GAP CLOSURE AND SUPPORT PUBLIC OUTREACH TASK GROUP TIME & MATERIALS Traffic Investigation Revision and Public Outreach Support $10,000 TOTAL (Not-to-Exceed) $10,000 CONTRACTOR LSA ASSOCIATES, INC., a California corporation LSA ASSOCIATES, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Michael Trotta / CEO, Chairman Rosalena Evans, CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 October 7, 2019 LSA is a business name of LSA Associates, Inc.  CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 20 Executive Park, Suite 200, Irvine, California  92614     949.553.0666     www.lsa.net  September 24, 2019  John Kim  Acting City Traffic Engineer  City of Carlsbad  1635 Faraday Avenue  Carlsbad, CA 92008  Subject:  Professional Services Proposal: Poinsettia Lane “Reach E” Circulation Services  Dear Mr. Kim:  At your request LSA is providing this Scope of Work to revise the Traffic Investigation for Poinsettia Lane Gap  Closure in response to comments received from the City of Carlsbad (City) and attend a public meeting  discussing the results of the Traffic Investigation for Poinsettia Lane Gap Closure. LSA completed the Traffic  Investigation for Poinsettia Lane Gap Closure in March 2019. Comments were received from John Kim and  Doug Bilse in August 2019. Although LSA’s contract for preparation of the Traffic Investigation for Poinsettia  Lane Gap Closure has expired, LSA could complete the requested revisions to this technical analysis under on‐ call agreement PSA19‐565CA.  Based on our telephone conversation on September 12, 2019, LSA will make clarifying text edits to the Traffic  Investigation for Poinsettia Lane Gap Closure. Specifically, LSA will revise the description of the Carlsbad  Residential Traffic Management Program, provide clarifying statements regarding intersection capacity  utilization analysis, further describe future volume development, and further describe the potential for traffic  signal timing to discourage cut‐through traffic. LSA will also revise roadway link capacity to be consistent with  the City of Carlsbad Roadway Capacity Tables Report (February 2019).   Based on our telephone conversation on September 24, 2019, LSA will add a section to the Traffic  Investigation for Poinsettia Lane Gap Closure analyzing traffic control options for the intersections of Cassia  Road/Poinsettia Lane and Skimmer Court‐Oriole Court/Poinsettia Lane. In addition to level of service and the  peak hour signal warrant analysis, LSA will consider other potential justifications for installation of traffic  signals.  These modifications to the Traffic Investigation for Poinsettia Lane Gap Closure will be completed within 3  weeks of receiving a notice to proceed. LSA will provide you with a redline version of the report indicating  changes made and will provide a final, clean version of the document.  A representative from LSA will be available to assist with presenting the results of the Traffic Investigation for  Poinsettia Lane Gap Closure at a public meeting. LSA requests that the meeting be facilitated by the same  consultant facilitating the kick‐off meeting. The LSA representative will present the analysis and findings and  be available to assist the City with questions from the public. If requested, LSA will attend a coordination  meeting in person or by conference call prior to the public hearing.  This Scope of Work does not envision modification to the Traffic Investigation for Poinsettia Lane Gap Closure  subsequent to the public meeting.  Based on this Scope of Work, a budget of $10,000 is required. This amount will be billed consistent with the  terms and conditions of on‐call agreement PSA19‐565CA. This amount will not be exceeded without prior  authorization.   PSA19-565CA Appendix "A" DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 PSA19-565CA Appendix "A" DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 PSA19-565CA Task 4 DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 PSA19-565CA Task 4 DocuSign Envelope ID: 172F4EAA-715B-4AA3-95CA-DBFC55FD8CF0 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2019 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 LSA Associates, Inc. 20 Executive Park, Suite 200 Irvine, CA 92614 24554 A 1,000,000 X X PSB0008429 9/30/2019 9/30/2020 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A X PSA0002786 9/30/2019 9/30/2020 Comp.: 1,000 Coll.: 1,000 5,000,000A PSE0004214 9/30/2019 9/30/2020 5,000,000 0 A X PSW0004731 9/30/2019 9/30/2020 1,000,000 1,000,000 1,000,000 B Prof Liab/Clms Made PEC0054988 9/30/2019 Per Claim 2,000,000 B Ded.: $100k Per Clm PEC0054988 9/30/2019 9/30/2020 Aggregate 4,000,000 Re: HCR1815, Kelly Channel Repair Monitoring City of Carlsbad is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General Liability and Workers' Compensation. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad/CMWD Attn: Janean Hawney 1635 Faraday Road Carlsbad, CA 92008-0000 LSAASSO-01 MCGRAWM IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company XL Insurance America, Inc X 9/30/2020 X X X X X X X X X X PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 PROJECT NO. 6619 This third Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental Services in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated July 23, 2019, (“proposal”), attached as Appendix "A" for the Buena Vista Creek Concrete Channel Maintenance Environmental Technical Studies, (the “Project"). The Project services include conducting site specific environmental technical studies to support the proposed Buena Vista Creek Concrete Channel Maintenance Project. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within Five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within three hundred (300) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $56,420. DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4 August 14, 2019 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT Buena Vista Creek Concrete Channel Maintenance Project Environmental Techncal Studies TASK GROUP TIME & MATERIALS High-Resolution Aerial Imagery $1,650 Biological Resources Assessment 6,840 Jurisdictional Delineation 6,620 Lidar Scan 6,450 Least Bell's Vireo and Southwestern Willow Flycatcher Focused Surveys 16,500 Special-Status Bat Surveys 6,800 Resource Agency Coordination 1,120 Cultural Resources Assessment 1,000 Air Quality, Greenhouse Gas, and Energy Analysis 8,040 Project Management and Coordination 1,400 TOTAL (Not-to-Exceed) $56,420 CONTRACTOR LSA Associates, Inc. LSA Associates, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mike Trotta, President Rosalena Evans, CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4 August 14, 2019 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4 LSA is a business name of LSA Associates, Inc.        CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California  92011     760.931.5471     www.lsa.net  July 23, 2019  Danny Zimny, P.E., Q.S.D, Assistant Engineer  City of Carlsbad  Public Works – Transportation and Engineering  1635 Faraday  Carlsbad, California 92008  Subject:  Proposal to Provide Environmental Consulting Services for the Buena Vista Creek  Maintenance Project (LSA Proposal No. HCR1904.P)  Dear Mr. Zimny:  LSA hereby submits this proposal to provide environmental consulting services in support of the  Buena Vista Creek Maintenance Project in the City of Carlsbad (city), San Diego County, California.  Specifically, LSA proposes to perform high‐resolution aerial imagery procurement; biological  resources, cultural resources, and air quality/greenhouse gas/energy studies; and resource agency  coordination in support of the subject project.  SCOPE OF WORK  Task 1: High‐Resolution Aerial Imagery  LSA will capture a current, high‐resolution aerial image of the site using its Phantom 4 drone. LSA  will place up to four global positioning system tiles around the project site to provide ground control  points in order to improve the accuracy of the resulting aerial imagery. The drone will fly at an  elevation of 300 feet in accordance with Federal Aviation Administration drone regulations. The  imagery obtained will then be processed using Pix4D photogrammetry software resulting in a single  aerial image of the site that will be spatially accurate and highly detailed, ideal for vegetation  mapping and other uses. Budget for this task includes travel time and a reimbursable mileage  expense.  Task 2: Biological Resources Assessment  Task 2.1: Biological Resources Survey and Mapping  Prior to conducting the field survey, LSA will review the California Department of Fish and Wildlife  (CDFW) California Natural Diversity Data Base (CNDDB), California Native Plant Society database of  rare plants, and other appropriate sources to identify special‐status species or other resources with  the potential to occur within or in the vicinity of the project study area. LSA will conduct a  pedestrian survey of the entire project study area and map vegetation communities according to the  Holland’s plant community descriptions. LSA will use a field map containing the high‐resolution  aerial photograph base overlaid with the study area boundaries to mark the limits of vegetation  communities and other biological resources, which will then be digitized using geographic  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  2  information systems software. LSA will assess the potential for special‐status species to occur on  site. Budget for this task includes travel time and a reimbursable mileage expense.  Task 2.2: Biological Resources Technical Report  LSA will prepare a biological resources technical report in accordance with the city’s Habitat  Management Plan and Guidelines for Biological Studies. The report will address the biological  resources present within the project study area, the relative sensitivity of any resources, and  potential mitigation requirements for impacts to resources. LSA will summarize the results of the  database search along with other information obtained during field survey in a table addressing the  likelihood for any listed special‐status species to occur within the subject property.  Recommendations for further surveys or mitigation to avoid impacts to special‐status species will be  included in the report. Budget for this task allows for analysis of impacts to biological resources for  one conceptual design footprint. LSA will submit the draft biological resources report to the city in  electronic format for review. Upon completion of review, and upon receipt of one set of  consolidated comments, LSA will incorporate appropriate comments and finalize the report. Budget  for this task allows for one round of revisions.  Task 3: Jurisdictional Delineation  Task 3.1: Jurisdictional Delineation Fieldwork  Concurrent with Task 2.1: Biological Resources Survey and Mapping, LSA will also delineate the  jurisdictional limit of all waters of the United States and adjacent wetlands within the designated  study area in accordance with the 2008 Regional Supplement to the Corps of Engineers Wetland  Delineation Manual: Arid West Region and the 1987 Corps Wetland Delineation Manual.  Concurrently, LSA will determine the extent of any streambed and associated riparian habitat within  the study area that is subject to review by the CDFW pursuant to Section 1602 of the California Fish  and Game Code.  Task 3.2: Jurisdictional Delineation Report  The results of the jurisdictional delineation will be summarized in a report suitable for submittal to  the CDFW, the United States Army Corps of Engineers (Corps), and the Regional Water Quality  Control Board (RWQCB) for purposes of regulatory permitting and for inclusion as a technical  appendix in the environmental document. Accordingly, the report will identify and quantify  jurisdictional areas, including a breakdown of waters of the United States and adjacent wetlands, as  well as streambeds and any associated riparian habitat subject to jurisdiction of the CDFW within  the study area. An estimate of permanent and temporary impacts to jurisdictional areas will not be  included in this delineation report. LSA will submit an electronic copy of the draft report to the city  for one round of review. Upon completion of review, and upon receipt of one set of consolidated  comments, LSA will incorporate appropriate comments and finalize the report. Budget for this task  allows for one round of revisions.  Task 4: LiDAR Scan (Optional Task)  Due to the high density of vegetation within the study area and the presence of a tree canopy that  occludes aerial analysis of the ground, LSA may require LiDAR (Light Detection and Ranging) imagery  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  3  to identify the limits of non‐wetland waters of the United States in the study area. If LSA determines  during the jurisdictional delineation fieldwork that the area under the tree canopy contains only  wetland waters of the United States, then this task would not be necessary.  LSA subcontractor Fuscoe Engineering will provide a LiDAR scan of the study area. Files will be  provided in LAS, Raster, and topography contour formats at 0.5‐foot resolution. Relative accuracy  requirements are approximately 2‐foot horizontal.  Task 5: Least Bell’s Vireo and Southwestern Willow Flycatcher Focused Surveys  Based on the results of a database records search for special‐status species in the vicinity of the  project site and the presence of suitable habitat for special‐status riparian bird species, LSA  recommends the performance of focused surveys for least Bell’s vireo (Vireo bellii pusillus ‐ LBVI)  and southwestern willow flycatcher (Empidonax traillii extimus ‐ SWFL) to determine their presence  or absence within the project site.  LSA will survey the areas of habitat suitable for LBVI and SWFL. Surveys will be conducted in  accordance with the latest U.S. Fish and Wildlife Service (USFWS) survey protocols for these species.  The USFWS focused survey protocol from 2010 for SWFL requires one survey between May 15 and  May 31, two surveys between June 1 and June 24, and two surveys between June 25 and July 17, for  a total of five surveys. Surveys must be at least five days apart. The USFWS focused survey protocol  for LBVI requires eight surveys, at least ten days apart, between April 10 and July 31. Surveys for the  two species will be combined, where there is overlap in the survey season, for a total of eight site  visits. During these surveys, LSA will document all bird species detected, including other special‐ status bird species, if present.  After completion of the focused survey, LSA will prepare and submit a report documenting the  survey results. In accordance with applicable requirements of LSA’s survey permits, copies of the  report will be submitted directly to the USFWS and the CDFW.  A survey notification must be sent to the USFWS 15 days prior to initiating the focused survey. This  Scope of Services must be authorized no later than April 29, 2020, for the riparian bird surveys to be  completed during the 2020 survey season.  Task 6: Special‐Status Bat Surveys  Based on the results of a database records search for special‐status species in the vicinity of the  project site and the presence of suitable habitat for foliage‐roosting bats, LSA recommends the  performance of focused surveys for special‐status bat species.  Task 6.1: Daytime Bat Habitat Assessment  LSA’s bat specialist, Jill Carpenter, will conduct the bat habitat assessment along with one field  assistant who has experience assisting with these types of surveys. The daytime roosting habitat  assessment will consist of examining the El Camino Real Bridge over Buena Vista Creek and any  other adjacent bridge or culvert structures for any structural features such as crevices or recessed  spaces that could be suitable for use as day‐ or night‐roosting habitat. Once identified, these areas  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  4  will be visually (with a high‐powered spotlight) and aurally examined for the presence of bats or bat  sign (e.g., guano, urine staining, or vocalizations) that would indicate current or past use of that  feature by roosting bats. Potential roosting habitat for maternity colonies that may roost in tree  crevices or cavities, as well as roosting habitat for foliage‐roosting, special‐status bat species such as  western red bats (Lasiurus blossevillii) and western yellow bats (Lasiurus xanthinus), will also be  assessed by examining all trees that have potential to be removed as part of the project.  Following the bat habitat assessment, LSA’s bat specialist will prepare a brief memorandum  summarizing the results of the survey. This memorandum will document the numbers and species of  any bats observed on site, and will include a map figure showing the specific locations of any  identified roost sites. The memorandum will also provide an assessment of potential adverse effects  to bats from the project, as well as recommendations to minimize potential impacts to bats from  activities associated with the project.  Task 6.2: Nighttime Emergence Survey  If suitable roosting habitat is identified during the assessment, a follow‐up nighttime survey will be  performed in June or July (when maternity colonies are fully aggregated) to determine whether  maternity colonies or maternity‐roosting bats are present within the project area. If the daytime  habitat assessment occurs in June or July, the nighttime survey will be performed on the same date.  During the survey, potential bat roosting sites will be monitored to determine the number and  species of any bats present. This nighttime survey will begin approximately 0.5 hour before sunset  and continue until at least 1 hour after sunset. Due to the size of the project area, which includes at  least one bridge structure that is expected to have bat roosting habitat, as well as the large number  of trees being removed, at least four LSA biologists including the bat specialist will be needed to  ensure adequate visual coverage of the area during a nighttime emergence survey. Numbers of bats  observed will be recorded using tally counters, and bat vocalizations will be recorded using a  combination of full‐spectrum and zero‐crossing ultrasound detectors, with calls recorded on Secure  Digital (SD) cards for later analysis and species identification.  Following the nighttime emergence survey, LSA’s bat specialist will analyze these acoustic data and  prepare a brief memorandum summarizing the results of the survey and documenting the numbers  and species of any bats present on site. This survey report will also include recommended measures  to minimize potential adverse effects to roosting special‐status bat species and maternity colonies.  Task 7: Resource Agency Coordination  LSA will schedule and attend a site meeting with representatives from the resource agencies (CDFW,  Corps, and RWQCB) and the project team to introduce resource agency staff to the proposed project  and to discuss impacts and mitigation requirements. Budget for this task includes time for  miscellaneous phone and email coordination, as well as meeting participation.  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  5  Task 8: Cultural Resources Assessment  Task 8.1: Records Search  LSA will conduct a standard records search with the South Coastal Information Center at San Diego  State University. The records search will provide a list of all previous cultural resources surveys  conducted within a quarter mile of the project site limits, as well as the locations of previously  recorded cultural resources in the project vicinity.  Task 8.2: Results Memorandum  An LSA archaeologist will prepare a brief letter report including the results of the records search and  management recommendations for the project.  Task 9: Air Quality, Greenhouse Gas, and Energy Analysis  LSA will evaluate the proposed project’s impact on air quality and greenhouse gas emissions in  response to the air quality, greenhouse gas, and energy checklist questions under the CEQA  Guidelines.  Task 9.1: Air Quality Analysis  LSA will provide the existing air quality conditions and potential air quality impacts resulting from  implementation of the proposed project. Air quality impacts associated with the proposed project  would be limited primarily to short‐term exhaust and dust emissions from construction equipment  operations and odors emitted from temporary stockpiling of dredged soil and vegetation. LSA will  conduct the air quality analysis of the potential construction activities using the California Emissions  Estimator Model (CalEEMod). The estimated list of heavy construction equipment and vehicle trips  using CalEEMod defaults will be provided to the city and project team for review and approval. LSA  will compare the project‐related construction emissions with the CEQA significance thresholds as  suggested by the city as published in the Draft Program Environmental Impact Report for the  Carlsbad General Plan Update (City of Carlsbad 2015). The project’s air quality consistency with the  latest Regional Air Quality Strategy Plan (RAQS) will also be evaluated.  LSA will prepare a memorandum summarizing the results of this analysis and submit an electronic  copy of the memorandum to the city for one round of review. Upon completion of review, and upon  receipt of one set of consolidated comments, LSA will incorporate appropriate comments and  finalize the memorandum. Budget for this task allows for one round of revisions.  Task 9.2: Greenhouse Gas Emissions Analysis  The city has a qualified Climate Action Plan (CAP) and the city has established a threshold of  significance for greenhouse gas (GHG) emissions under CEQA. LSA will provide a qualitative  assessment of the project’s GHG consistency with the city’s CAP and California Air Resources Board’s  Scoping Plan adopted for the purpose of reducing GHG emissions. LSA will estimate project‐related  GHG emissions using the CalEEMod. Both living vegetation and soils store carbon; however, it is  difficult to assess net changes in carbon storage associated with storm water maintenance. The key  issue is the balance between the loss of natural vegetation due to storm water runoff and erosion,  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  6  GHG emissions from maintenance equipment activities, and future carbon storage associated with  the vegetation growing in the surrounding landscapes.  If necessary, LSA will identify practical mitigation measures to address any significant project or  cumulative impacts. Mitigation measures designed to reduce the project’s short‐term construction  air quality impacts will be identified. Mitigation measures established by the San Diego County Air  Pollution Control District for dust suppression will also be identified to reduce construction impacts.  Both an evaluation of the potential mitigation measures and a discussion of their effectiveness will  be provided.  LSA will prepare a memorandum summarizing the results of this analysis and submit an electronic  copy of the memorandum to the city for one round of review. Upon completion of review, and upon  receipt of one set of consolidated comments, LSA will incorporate appropriate comments and  finalize the memorandum. Budget for this task allows for one round of revisions.  Task 9.3: Energy Analysis  LSA will prepare an energy analysis to address the impacts of energy consumption associated with  the construction activities. LSA will provide a discussion of the potential energy impacts of proposed  project, with particular emphasis on avoiding or reducing inefficient, wasteful, and unnecessary  consumption of direct and indirect energy. Project‐related equipment vehicle miles traveled (VMT)  and fuel consumption data from the CalEEMod will be utilized to estimate the direct energy  consumed in the propulsion of the equipment and vehicles utilized at the  project site. All energy  consumption will be evaluated and assessed for potential energy impacts. If any inefficient,  wasteful, and unnecessary consumption of direct and indirect energy is found, then LSA will work  with the city to provide mitigation strategies to reduce the energy impacts for the proposed project.  LSA will prepare a memorandum summarizing the results of this analysis and submit an electronic  copy of the memorandum to the city for one round of review. Upon completion of review, and upon  receipt of one set of consolidated comments, LSA will incorporate appropriate comments and  finalize the memorandum. Budget for this task allows for one round of revisions.  Task 10: Project Management and Coordination  Budget for this task allows for general project oversight, miscellaneous coordination with the project  team, and one meeting.  SCHEDULE  Most of the technical studies can be completed within two months of receiving authorization to  proceed; however, due to the timing of project initiation, and in order to meet the focused survey  protocol requirements, the LBVI/SWFL and special‐status bat species focused surveys will be  completed in July 2020. The biological resources technical report will be complete shortly  thereafter.  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  7  ESTIMATED BUDGET  LSA proposes to conduct the services described above on a time‐and‐materials basis. LSA estimates  that these services can be completed for $49,970 without Optional Task 4 or $56,420 with Optional  Task 4 in accordance with the following table. LSA will not exceed this amount without your prior  authorization.  Tasks  Estimated Cost  Task 1: High‐Resolution Aerial Imagery  $1,650  Task 1 Subtotal  $1,650  Task 2: Biological Resources Assessment    Task 2.1: Biological Resources Survey and Mapping  $840  Task 2.2: Biological Resources Technical Report  $6,000  Task 2 Subtotal   $6,840  Task 3: Jurisdictional Delineation   Task 3.1: Jurisdictional Delineation Fieldwork  $1,120  Task 3.2: Jurisdictional Delineation Report  $5,500  Task 3 Subtotal  $6,620  Task 4: LiDAR Scan (Optional Task)  $6,450  Optional Task 4 Subtotal  $6,450  Task 5: Least Bell’s Vireo and Southwestern Willow Flycatcher Focused Surveys  $16,500  Task 5 Subtotal  $16,500  Task 6: Special‐Status Bat Surveys   Task 6.1: Daytime Bat Habitat Assessment  $2,950  Task 6.2: Nighttime Emergence Survey  $3,850  Task 6 Subtotal $6,800  Task 7: Resource Agency Coordination  $1,120  Task 7 Subtotal  $1,120  Task 8: Cultural Resources Assessment    Task 8.1: Records Search $500  Task 8.2: Results Memorandum  $500  Task 8 Subtotal  $1,000  Task 9: Air Quality, Greenhouse Gas, and Energy Analysis    Task 9.1: Air Quality Analysis  $4,020  Task 9.2: Greenhouse Gas Emissions Analysis  $3,126  Task 9.3: Energy Analysis $894  Task 9 Subtotal $8,040  Task 10: Project Management and Coordination  $1,400  Task 10 Subtotal  $1,400  TOTAL WITHOUT OPTIONAL TASK 4  $49,970  TOTAL WITH OPTIONAL TASK 4  $56,420  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4   7/23/19 (L:\PROPOSAL\Open Proposals\HCR1904.P ‐ Buena Vista Creek Maintenance\HCR1904.P‐Buena Vista Creek Maintenance Project Proposal_no_CEQA.docx)  8  If you are in agreement with the terms and conditions of this proposal, please provide written  authorization to proceed.  Sincerely,  LSA ASSOCIATES, INC.   Jaime Morales  Senior Biologist    Attachment:  Billing Rates  DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4 MARCH 2019 SCHEDULE OF STANDARD CONTRACT PROVISIONS AND BILLING RATES L:\CORP\Contract rev 030819.docx «03/08/19» 4 HOURLY BILLING RATES EFFECTIVE JUNE 2018 Job Classification Hourly Rate Range1,2 Planning Environmental Transportation Air/Noise Cultural Resources Biology GIS Principal Principal Principal Principal Principal Principal Principal $165–375 Associate Associate Associate Associate Associate Associate Associate $105–245 Senior Planner Senior Environmental Planner Senior Transportation Planner/ Engineer Senior Air Quality/Noise Specialist Senior Cultural Resources Manager Senior Biologist/ Botanist/Wildlife Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Senior GIS Specialist $95–180 Planner Environmental Planner Transportation Planner/ Engineer Air Quality/Noise Specialist/ Climate Change Specialist Cultural Resources Manager, Archaeologist/ Architectural Historian Biologist/Botanist/ Wildlife Biologist/ Ecologist/Soil Scientist/ Herpetologist/ Arborist GIS Specialist $85–150 Assistant Planner Assistant Environmental Planner Assistant Transportation Planner/ Engineer Air Quality/Noise Analyst Cultural Resources Analyst Assistant Biologist/ Botanist/Wildlife Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Assistant GIS Specialist $75–100 Field Services Senior Field Crew/Field Crew $75–100 Office Services Graphics $115–130 Marketing $75–120 Office Assistant $65–105 Project Assistant $70–105 Research Assistant/Intern $50–70 Word Processing/Technical Editing $95–110 1 The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. 2 Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA’s discretion at that time. LSA IN-HOUSE DIRECT COSTS EFFECTIVE JUNE 20181 Description Unit Cost Description Unit Cost Reproduction (8.5 x 11) B/W $0.07 per page GPS Unit $75.00 per day Reproduction (8.5 x 11) Color $0.40 per page Total Station Surveying Instrument $50.00 per day Reproduction (11 x 17) B/W $0.10 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) Color $0.75 per page Laser Rangefinder $25.00 per day CD Production $5.00 per CD Sound Meter $75.00 per day USB Flash Drive $5.00 per drive Sound Meter with Velocity Transducer $85.00 per day Plotting $3.75 per sq ft Aerial Photo Cost Aerial Drone $200.00 per day Boat Rental $125.00 per day Mileage On-Road Current federal rate Water Quality Meter $25.00 per day Mileage Off-Road Current federal rate Night Vision Goggles $50.00 per unit per night 1 Direct costs shall be reimbursed at cost plus 10 percent. DocuSign Envelope ID: 66C57A92-BA59-4213-8438-FE38DADFD1F4 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 9/14/2018 Dealey,Renton &Associates600AntonBlvd.,Suite 100CostaMesaCA92626 510-465-3090 714-427-6818 Hartford Fire Ins.Co.19682 LSAASSOCI1 Berkley Insurance Company 32603LSAAssociates,Inc.20 Executive Park,Suite 200,Irvine CA 92614 Hartford Casualty Insurance Co.29424 1984738288 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X Y Y 57UUNIF1488 9/30/2018 9/30/2019 2,000,000 A 1,000,000 X XX Y Y 57UUNIF1488 9/30/2018 9/30/2019 C X X 5,000,00057XHUFN5425 5,000,000 9/30/2018 9/30/2019 A Y 57WEGG5794 9/30/2018 9/30/2019 X 1,000,000 1,000,000 1,000,000 B ProfessionalandPollutionLiability AEC902316002 9/30/2018 9/30/2019 $2,000,000$4,000,000ClaimsMade per ClaimAnnlAggr. Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers LiabilityRe:Agreemt.#TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring.(HCR1601)City of Carlsbad/CMWD is an additional insured as respects to General Liability per policy form wording.Such insurance is Primary &Non-Contributory withSeverabilityofInterestclause.A Waiver of Subrogation applies to General Liability &Workers Compensation coverage. 30 Day Notice of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 POLICY NUMBER: 57 CES OF4492 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization with whom you All projects or locations covered under have agreed in a written contract, this policy. ! agreement, or permit. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section m -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 ©Insurance Services Office, Inc., 2012 Page 1of1 Policy #57UUNIF1488 POLICY NUMBER: 57 CES OF4492 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization with whom you have All projects or locations covered under this agreed in a written contract, agreement, or policy. permit. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" 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 operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0413 ©Insurance Services Office, Inc., 2012 Page 1of2 Policy #57UUNIF1488 Policy Number: 57CESOF4492 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Iii -Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG 00 01 0916 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and {3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section !I -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy #57UUNIF1488 Policy Number: 57CESOF4492 (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1 ), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (i) An "employee" of the insured arising out of and in the course of: HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; HG 00 010916 (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the Page 3 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; {2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; Page 4 of 21 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, HG 00 01 09 16 Policy #57UUNIF1488 Policy Number: 57CESOF4492 enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. HG 00 01 0916 m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidentia! Or Personal information And Data-reiated Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. Page 5 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b} Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing , treating, Page 6 of 21 detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section m -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTIS~NG INJURY LIABILITY 1. insur£ng Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section II! -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Materiai Pubiished With t\nowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". HG00010916 h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: {a) Copyright; (b} Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1} Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electrontc Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the Page 7 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or Page 8 of 21 (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. Employment~Related Practices "Personal and advertising injury" to: {1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. HG 00 01 09 16 Policy #57UUNIF1488 Policy Number: 57CESOF4492 This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be· awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. HG 00 010916 COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. Page 9 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES AANDB 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Page 10 of 21 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation , settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: {a) Obtain records and other information related to the "suit"; and {b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I -Coverage A -Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that HG 00 01 0916 "volunteer worker" as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (1 )(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1 )(a), (1 )(b) and (1 )(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1 )(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. Page 11 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additiona! Insureds When Required By Written Contract, Written Agreement Oi Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. Page 12 of 21 A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f} Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g} Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or HG00010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) fr~m whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). {2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or HG 00 01 0916 omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal ~nd advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring o! oth~rs 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 services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you ~r. on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property . ~am~ge''. . or "personal and advertising injury ansmg out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damag~" or "personal and advertising injury" ~au~ed, m whole or in part, by your acts or om1ss1ons or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; Page 13 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section II! -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. Page 14 of 21 No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION m -LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. HG 00 010916 b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. t-'\nowiedge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; Page 15 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.. Primary insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Page 16 of 21 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7} When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium HG00010916 computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Page 17 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard'° means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or Page 18 of 21 c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. '0Executive officer'' means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. '~Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 Premises Rented To You Limit described in Section Ill -Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker'' does not include a "temporary worker". HG 00 010916 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing ; or (c) Street cleaning; Page 19 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Poiiutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or Page 20 of 21 (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2} The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 20. '1Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker'' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker11 means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. HYour product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or {c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG00010916 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 21 of 21 Policy #57UUNIF1488 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II – COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are “insureds” c. Anyone liable for the conduct of an “insured”…but only to the extent of that liability. Primary Insurance: SECTION IV – BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered “auto” you own, this Coverage Form provides primary insurance. For any covered “auto” you don’t own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form’s Covered Auto Liability Coverage is primary for any liability assumed under an “insured contract”. Cross Liability Clause: SECTION V – DEFINITIONS G. “Insured” means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or “suit” is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION – We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 57UUNIF1488 Policy #57UUNIF1488 WC040306 Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Policy NumberInsured: Producer: Dealey, Renton & Associates Effective Date Schedule Person or Organization Job Description Additional Premium % We have the right to recover our payments from any- one 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 segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration. __________________________________________________________ Authorized Representative LSA Associates,Inc.57WEGG5794 9/30/2018 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O.Box 4668 -ECM #35050 New York NY 10163-4668 Re:Agreemt.#TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring. PSA19-565CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 6622 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between LSA Associates, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Environmental in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated January 23, 2019, (“proposal”), attached as Appendix "A" for the Environmental Consulting Services For Revegetation Monitoring at El Camino Real and Tamarack Avenue, (the “Project"). The Project services shall include Monitor and prepare report for Department of the Army. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within one (1) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within thirty (30) months thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $15,200. DocuSign Envelope ID: A253C06A-FCA1-48D4-9357-BDC9A0BC2704 May 28, 2019 PSA19-565CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT REVEGETATION MONITORING AT EL CAMINO REAL AND TAMARACK AVENUE TASK GROUP TIME & MATERIALS Qualitative Monitoring $5,200 Quantitative Monitoring $2,100 Annual Reporting $5,300 Project Management/Coordination $2,600 TOTAL (Not-to-Exceed) $15,200 CONTRACTOR LSA Associates, Inc. LSA Associates, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mike Trotta, President Rosalena Evans, CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: A253C06A-FCA1-48D4-9357-BDC9A0BC2704 May 28, 2019 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: A253C06A-FCA1-48D4-9357-BDC9A0BC2704 LSA is a business name of LSA Associates, Inc. CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 260, Carlsbad, California 92011 760.931.5471 www.lsa.net January 23, 2019 Brandon Miles, P.E., T.E., Associate Engineer City of Carlsbad Public Works – Transportation 1635 Faraday Avenue Carlsbad, California 92008 Subject: Proposal to Provide Environmental Consulting Services for the El Camino Real Bluff Failure at Tamarack Avenue Project Dear Mr. Miles: LSA hereby submits this proposal to provide environmental consulting services in support of the El Camino Real Bluff Failure at Tamarack Avenue Project in the City of Carlsbad (city), San Diego County, California. Specifically, LSA proposes to monitor the progress of the on-site revegetation effort for two years following installation of seed, as is required by non-discretionary special condition no. 1 of the Department of the Army After-the-Fact Nationwide Permit (NWP) Verification letter (verification letter) dated October 29, 2018. SCOPE OF WORK Task 1: Qualitative Monitoring LSA will qualitatively assess the progress of the revegetation area. LSA will visit the site every two months during Year 1, and then quarterly during Year 2, unless site conditions warrant more frequent visits. Each monitoring visit will include a visual assessment of vegetative cover, plant mortality, and any issues that require attention for the site to meet the performance criteria specified in the verification letter. LSA has budgeted for 10 site visits, including travel time and a reimbursable mileage expense. LSA will prepare a brief memorandum after each monitoring visit, which will be submitted to the city and the landscape contractor. Task 2: Quantitative Monitoring LSA will conduct an annual quantitative assessment during the late spring or early summer each year. Each quantitative assessment will include a visual assessment and quantitative (transect data collection) sampling within the revegetation area. This sampling will include an assessment of cover (native, nonnative, and bare ground). LSA will record the names of all plant and animal species observed during each quantitative assessment, and will document any issues that require attention for the site to meet the performance criteria stipulated in the verification letter. LSA will take photographs from established photopoints. LSA has budgeted for two quantitative assessments, including travel time and a reimbursable mileage expense. DocuSign Envelope ID: A253C06A-FCA1-48D4-9357-BDC9A0BC2704 1/23/19 (C:\Users\JMorales\Desktop\Proposals\AAA617-ECR_Bluff Failure Revegetation Proposal.docx) 2 Task 3: Annual Reporting The results of each quantitative assessment will be summarized in a report that will include the vegetative coverage percentages, a description of qualitative observations, and site photographs from established photopoints. LSA will submit a draft of each report to the city for review prior to submittal to the resource agencies. Upon receipt of one set of consolidated comments, LSA will finalize each report and provide copies to the city and the resource agencies by May 15 annually, as is required by the verification letter. LSA has budgeted for the preparation of two annual reports. Task 4: Project Management/Coordination This budget includes time for as-necessary coordination with city and landscape contractor staff as well as project oversight. ESTIMATED BUDGET LSA proposes to conduct the services described above on a time-and-materials basis. LSA estimates that these services can be completed for $15,200 in accordance with the following table. LSA will not exceed this amount without your prior authorization. Tasks Estimated Cost Task 1: Qualitative Monitoring $5,200 Task 2: Quantitative Monitoring $2,100 Task 3: Annual Reporting $5,300 Task 4: Project Management/Coordination $2,600 TOTAL $15,200 If you are in agreement with the terms and conditions of this proposal, please provide written authorization to proceed. Sincerely, LSA ASSOCIATES, INC. Jaime Morales Senior Biologist DocuSign Envelope ID: A253C06A-FCA1-48D4-9357-BDC9A0BC2704 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 9/14/2018 Dealey,Renton &Associates600AntonBlvd.,Suite 100CostaMesaCA92626 510-465-3090 714-427-6818 Hartford Fire Ins.Co.19682 LSAASSOCI1 Berkley Insurance Company 32603LSAAssociates,Inc.20 Executive Park,Suite 200,Irvine CA 92614 Hartford Casualty Insurance Co.29424 1984738288 A X 1,000,000 X 300,000 10,000 1,000,000 2,000,000 X Y Y 57UUNIF1488 9/30/2018 9/30/2019 2,000,000 A 1,000,000 X XX Y Y 57UUNIF1488 9/30/2018 9/30/2019 C X X 5,000,00057XHUFN5425 5,000,000 9/30/2018 9/30/2019 A Y 57WEGG5794 9/30/2018 9/30/2019 X 1,000,000 1,000,000 1,000,000 B ProfessionalandPollutionLiability AEC902316002 9/30/2018 9/30/2019 $2,000,000$4,000,000ClaimsMade per ClaimAnnlAggr. Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers LiabilityRe:Agreemt.#TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring.(HCR1601)City of Carlsbad/CMWD is an additional insured as respects to General Liability per policy form wording.Such insurance is Primary &Non-Contributory withSeverabilityofInterestclause.A Waiver of Subrogation applies to General Liability &Workers Compensation coverage. 30 Day Notice of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 POLICY NUMBER: 57 CES OF4492 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization with whom you All projects or locations covered under have agreed in a written contract, this policy. ! agreement, or permit. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section m -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 ©Insurance Services Office, Inc., 2012 Page 1of1 Policy #57UUNIF1488 POLICY NUMBER: 57 CES OF4492 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization with whom you have All projects or locations covered under this agreed in a written contract, agreement, or policy. permit. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" 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 operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0413 ©Insurance Services Office, Inc., 2012 Page 1of2 Policy #57UUNIF1488 Policy Number: 57CESOF4492 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section Iii -Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG 00 01 0916 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and {3) Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section !I -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy #57UUNIF1488 Policy Number: 57CESOF4492 (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1 ), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (i) An "employee" of the insured arising out of and in the course of: HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; HG 00 010916 (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the Page 3 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; {2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; Page 4 of 21 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, HG 00 01 09 16 Policy #57UUNIF1488 Policy Number: 57CESOF4492 enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. HG 00 01 0916 m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidentia! Or Personal information And Data-reiated Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. Page 5 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b} Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing , treating, Page 6 of 21 detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section m -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTIS~NG INJURY LIABILITY 1. insur£ng Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section II! -Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Materiai Pubiished With t\nowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". HG00010916 h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: {a) Copyright; (b} Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1} Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electrontc Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the Page 7 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or Page 8 of 21 (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. Employment~Related Practices "Personal and advertising injury" to: {1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. HG 00 01 09 16 Policy #57UUNIF1488 Policy Number: 57CESOF4492 This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be· awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. HG 00 010916 COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. Page 9 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES AANDB 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Page 10 of 21 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation , settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: {a) Obtain records and other information related to the "suit"; and {b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I -Coverage A -Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that HG 00 01 0916 "volunteer worker" as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (1 )(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1 )(a), (1 )(b) and (1 )(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1 )(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. Page 11 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additiona! Insureds When Required By Written Contract, Written Agreement Oi Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. Page 12 of 21 A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f} Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g} Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or HG00010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) fr~m whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). {2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or HG 00 01 0916 omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal ~nd advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring o! oth~rs 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 services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you ~r. on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property . ~am~ge''. . or "personal and advertising injury ansmg out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damag~" or "personal and advertising injury" ~au~ed, m whole or in part, by your acts or om1ss1ons or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; Page 13 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section II! -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions. Page 14 of 21 No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION m -LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. HG 00 010916 b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. t-'\nowiedge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; Page 15 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a.. Primary insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Page 16 of 21 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7} When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium HG00010916 computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Page 17 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard'° means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or Page 18 of 21 c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. '0Executive officer'' means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. '~Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to HG 00 010916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 Premises Rented To You Limit described in Section Ill -Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker'' does not include a "temporary worker". HG 00 010916 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing ; or (c) Street cleaning; Page 19 of 21 Policy #57UUNIF1488 Policy Number: 57CESOF4492 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Poiiutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or Page 20 of 21 (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2} The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 20. '1Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- HG 00 01 0916 Policy #57UUNIF1488 Policy Number: 57CESOF4492 ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker'' means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker11 means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. HYour product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or {c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG00010916 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 21 of 21 Policy #57UUNIF1488 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II – COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are “insureds” c. Anyone liable for the conduct of an “insured”…but only to the extent of that liability. Primary Insurance: SECTION IV – BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered “auto” you own, this Coverage Form provides primary insurance. For any covered “auto” you don’t own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form’s Covered Auto Liability Coverage is primary for any liability assumed under an “insured contract”. Cross Liability Clause: SECTION V – DEFINITIONS G. “Insured” means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or “suit” is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION – We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 57UUNIF1488 Policy #57UUNIF1488 WC040306 Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement - California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Policy NumberInsured: Producer: Dealey, Renton & Associates Effective Date Schedule Person or Organization Job Description Additional Premium % We have the right to recover our payments from any- one 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 segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration. __________________________________________________________ Authorized Representative LSA Associates,Inc.57WEGG5794 9/30/2018 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O.Box 4668 -ECM #35050 New York NY 10163-4668 Re:Agreemt.#TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring. PSA 19-565CA MASTER AGREEMENT FOR ENVIRONMENTAL PLANNING/ STUDIES SERVICES LSA ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ~ ~ day of l\J (~/ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"}, and LSA Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental planning and studies. 8. 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 environmental planning and studies. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The 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 December 1, 2018, through November 30, 2021. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, the 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 the 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 unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 PSA 19-565CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. 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, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the 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 the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the 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. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The 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 the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the 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, the 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 the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the 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 the 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 the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 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 negligence, recklessness, or willful misconduct 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. City Attorney Approved Version 6/12/18 2 PSA 19-565CA The parties expressly agree that any payment, attorney's fee, costs or expense the 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-: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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the 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. The 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 the 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 the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6/12/18 3 PSA 19-565CA 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 the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the 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 the City to obtain or maintain insurance and the 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. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the 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 the 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 the 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 the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-565CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Mike Trotta Title President/COO 20 Executive Park Address Suite 200 Irvine, CA 92614 Phone No. 949-553-0666 Email mike.trotta@lsa.net 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. 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[) No D 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 the City will reduce such questions, and City Attorney Approved Version 6/12/18 5 PSA 19-565CA their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the 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 the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the 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 the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the 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. The 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, the 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 the 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 the 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 the 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 City Attorney Approved Version 6/12/18 6 PSA 19-565CA improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. 23. JURISDICTION 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 the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the 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. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 PSA 19-565CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR LSA Associates, Inc., a California corporation (sign here) (print name/title) sighere) Rosa Ima. Evans I C Fo " (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By~or ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _.!{)g~-~A =-=--(7 J_ Deputy City Atto~ City Attorney Approved Version 6/12/18 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Olf an~e.. ) On I \ / Ile [2D I 8 before me, _C_h_r_i5_ft_·n_a_U_s_J-----i~r-------+-I _M_()_b~~-----------fv.,_b_l_i c __ Date Here Insert N'tl!ne ~nd Title oYthe Officer personally appeared ~A~;_Jt.~e~-~T,_ro_tt __ t:\._ct,~n~d~~R=o-s.,_,a~k="~a~_Ev_a.-n.~~.S ______ _ Name(s) of Signer(s) ----~------ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and . ial seal. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: PsA IC/-5t,5CA Number of Pages: / ~ Signer(s) Other Than Capacity(ies) Claimed by Signer(s) Signer's Name: M.1 I<.(, T (ott a. NCorporate Off-ic_e_r _-~T~itl~e~(s~):~B~res-·1-d-m~f--- =' Partner -_J Limited I _I General r-Individual I I Attorney in Fact ~ Trustee I I Guardian or Conservator ~ Other: ______________ _ Signer Is Representing: ________ _ Document Date: _______ _ Named Above: ---------------=====--------- Signer's Name: Ros~ Im:) EVa-t\ S c)<Corporate Officer -Title(s): _._C __ f~•----- i I Partner - I I Limited ! I General I Individual ! Trustee [J Attorney in Fact I ' Guardian or Conservator Other: _____________ _ Signer Is Representing: ________ _ • ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 PSA 19-565CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Agency coordination B. Biological monitoring C. Environmental initial studies & minor environmental documentation D. Mitigation & monitoring plans E. Preparation of technical studies F. Site surveys G. Special studies H. Sustainability research Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 LSA June 22, 2018 Eleida Felix Yackel, Seaior Contract Administrator City of Carlsbad Public Works Contracts Administration 1635 Faraday Avenue Carlsbad, California 92008 PSA 19-565CA CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RfCHMONO fltV€RSIOE ROSEVILLE SAN LUIS OBISPO Subject: Fee Schedule for Request for Qua.Jificatiorts for Master Agreement Con-suJtaot Services (RFQ 18-05): #6 -Environmental Pla,nning/Studies Dear Ms. Felix Yackel: LSA appreciates the oppo.rtunity to respond to the RFQ to provide Environmental Planning/Studies services to the City of Carlsbad (City) and the Carlsbad Municipal Water District (CMWD). At the City's and CMWO's request, LSA has previded its fee schedule that ~ndicates the title and hourly bitting rates for each team member. Based on a thoreugh evaluation of the scope of services identified in the RFP and LSA's experience in preparing environmental documents on an as-needed basis, the LSA Team will provide the City and CMWD with competent professional services to complete the work to your satisfaction. On behalf of the LSA Team, w.e look forward to working wtth the City and CMWO. Should you require further information or have any questions regarding this fee schedule, please do not hesitate to contact David Atwater at (760) 931-5471 or by email at dav-id.atwater@lsa.net Sincerely, LSA Asseciates, lnc. Mike Trotta President/Chief Operating Officer Attachment: Fee Schedule 703 Palomar Airport Road, Suite 260, Carlsbad, California 92011 760.931.5471 www.lsa.net I.SA is a bvslness name of I.SA Associares, Inc. 10 PSA 19-565CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE l. Ashley Davis Principal in Charge $249 2. David Atwater Project Manager $162 3. Dean Arizabal Associate/Senior $173 Transportation Planner 4. Adrianne Beazley Associate/Senior $179 Environmental Planner 5. Natalie Brodie Associate/Cultural $146 Resources Manager 6. Shelby Cramton Environmental Planner $103 7. Anthony Greco Senior Biologist $135 8. Alyssa Helper Senior Environmental $141 Planner 9. Michael Hendrix Associate/Climate $265 Change 10. Christina Hirt Environmental Planner $114 11. Patrick Kallas Assistant Environmental $92 Planner 12. Jaime Morales Senior Biologist $135 13. Anthony Petros Principal/Transportation $244 14. Michael Slavick Senior Air Quality $195 Specialist 15. J.T. Stephens Associate/Senior Air $168 Quality Specialist 16. Mike Trotta President/Principal $271 Biologist 17. Nicole West Associate/Senior Water $195 Quality Specialist 11 PSA 19-565CA SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. Steve Beck/Ninyo & Moore Principal Environmental $196 Geologist 2. Adrian Olivares/Ninyo & Moore Senior Project $179 Environmental Scientist 3. Christina Tretinjak/Ninyo & Moore Senior Project Geologist $179 EXPENSES DESCRIPTION COST % MARKUP l. Reproduction (8.5 X 11) B/W $.07 per page 10 2. Reproduction (8.5 X 11) Color $.40 per page 10 4. Reproduction (11 X 17) B/W $.10 per page 10 5. Reproduction (llx17) Color $.75 per page 10 6. CD Production $5.00 per CD 10 7. USB Flash Drive $5.00 per drive 10 8 Aerial Drone $200.00 per day 10 9. Plotting $3.75 per sf 10 10. Mileage On Road Current federal rate 10 11. Mileage Off-Road Current federal rate 10 12. GPS Unit $75.00 per day 10 13. Total Station Surveying Instrument $50.00 per day 10 14. Level (Laser or Optical) $25.00 per day 10 15. Laser Rangefinder $25.00 per day 10 16. Sound Meter $75.00 per day 10 17. Sound Meter with Velocity Transducer $85.00 per day 10 18. Aerial Photo Cost 10 19. Boat Rental $125.00 per day 10 20. Water Quality Meter $25.00 per day 10 21. Night Vision Goggles $50.00 per unit per night 10 Master Agreement Consulting Services Request for Qualification RFQ No.18-05 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 9/14/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey, Renton & Associates ;A~~N,.Tn ••ti• 510-465-3090 I FAX 600 Anton Blvd., Suite 100 /A/C No\: 714-427-6818 E-MAIL Costa Mesa CA 92626 ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Ins. Co. 19682 INSURED LSMSSOCl1 INSURER B: Berklev Insurance Company 32603 LSA Associates, Inc. INSURER c : Hartford Casualty Insurance Co. 29424 20 Executive Park, Suite 200, Irvine CA 92614 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1984738288 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ,;BM%~ ,~BrJ%~1 LTR TYPE OF INSURANCE •••~n un,n POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY y y 57UUNIF1488 9/30/2018 9/30/2019 EACH OCCURRENCE $1,000,000 -• CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $300,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 =i 0PRO-•LOC PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y 57UUNIF1488 9/30/2018 9/30/2019 COMBINED SINGLE LIMIT $1 000 000 /Ea accident\ X ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ AUTOS f---AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident) -f--- $ C X UMBRELLA LIAB M OCCUR 57XHUFN5425 9/30/2018 9/30/2019 EACH OCCURRENCE $5,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 / DED I I RETENTION $ $ A WORKERS COMPENSATION y 57WEGG5794 9/30/2018 9/30/2019 XI ~~~TUTE I I OTH- AND EMPLOYERS" LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE· POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below B Professional AEC902316002 9/30/2018 9/30/2019 $2,000,000 per Claim and Pollution $4,000,000 Anni Aggr. Liability Claims Made ./ 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: Agreemt. #TRAN1448-Calavera Dam Mitigation Site Long Term Monitoring. (HCR1601) City of Carlsbad/CMWD is an additional insured as respects to General Liability per policy form wording. Such insurance is Primary & Non-Contributory with Severability of Interest clause. A Waiver of Subrogation applies to General Liability & Workers Compensation coverage. CERTIFICATE HOLDER CANCELLATION 30 Dav Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 cbr~ I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy #57UUNIF1488 COMMERCIAL GENERAL LIABIUTY CG 20 37 O,J 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED ~ OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations .l;ny person or organizatio:1 with whmr. you AL projects or locations covered under have agreed in a written cont::-act, this pol:._cy. i i agreement, or permit. i Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Whc Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds. the following is added to Section rn -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement or 2. Available under the applicable Limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG20370413 © Insurance Services Office, Inc, 2012 Page 1 of 1 Policy #57UUNIF1488 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -O\~NERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) I I Or Organization(s) I Location(s) Of Covered Operations Ar1y person or organization with whom you :na~1:=: All projects or loco.':ions covered u:--_der t:hiE agreed in a written contract, agreemer.t, or policy. perm:.t .. I I j Information required to complete this Schedule, if not shown above, will be shown in the Declarations. P •. Section ll -Who Is An insured is amended to include as an additional insured the person(s) or organization(s} shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: ~. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 8. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project CG 20 10 0t!-13 © Insurance Services Office, Inc., 2012 Page 1 of 2 Policy #57UUNIF1488 COMMERClt\L GENER/l~L LIABILITY COVERPiGE FORM Various prov1s1ons in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section I! - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section l!i -Limits Of Insurance; and (2} Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. c. This insurance applies to "bodily injury" and "property damage" only if HG00010916 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph '!. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section !I -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1} Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer: (2} Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker'' shall be deemed to be caused by an "occurrence" for: Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy #57UUNIF1488 (1) Professional health care services such as. (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. E~clusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (~) That the insured would have in the absence of the contract or agreement; or (?.1 Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: Page 2 of 21 (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or {3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b} Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (i ). (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar i._aws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Li2bility "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: HG00010916 Policy #57UUNIF1488 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" (a) At or from any premises. site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by. or rented or loaned to. any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; HG 00 010916 (c) Which are or were at any time transported, handled, stored, treated. disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts. if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor: or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the Page 3 of 21 Policy #57UUNIF1488 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: ('I; A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; Page 4 of 21 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: ("\) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: {1} War, including undeclared or civil war: (2} Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3} Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property ''Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, HG00010916 Policy #57UUNIF1488 enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly perfonmed on it. Paragraphs (i), (3) and (4} of this exclusion do not apply to "property damage'' (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 1!1-Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3} and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Darr.age To Your ?reduct "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. HG 00 01 0916 m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Pe;sonal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Conficientia! Or Personal information And Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets. processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information: or {2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (i) or {2) above. Page 5 of 21 Policy #57UUNIF1488 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on. or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices": or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; {2} Whether the insured may be liable as an employer or in any other capacity; and (3} To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the ''asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove. encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating. Page 6 of 21 detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Cf Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal. collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception :-or Damage By Fire, Ughtning Or E}:plosion Exclusions c. through :.. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section m -Limits Of Insurance. COVERAGE B PERSONAL AND ADVERT!S!NG !NJURY U/.\B:UTY 1. insu;ing J\greement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may. at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section II! -Limits Of Insurance; and {2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or HG00010916 Policy #S7UUNIF1488 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation br liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments -Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury" b. Matarsa! Pub:ished With ttnow!edye Cf Fa!sity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". HG00010916 h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods. products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark. trade name, trade secret, trade dress. service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b} Slogan; or (c} Title of any lite ran; or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: {1) Advertising, broadcasting, publishing or telecasting: (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting. publishing or telecasting. k. Electronic Ci1atrocrns Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the Page 7 of 21 Policy #57UUNIF1488 insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potentia! customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal. seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring. cleaning up, removing. containing, treating, detoxifying or neutralizing, or in any way responding to. or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused. arising, directly or indirectly, out of: (1} War, including undeclared or civil war (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents: or (3} Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet /.1.dvertisements And Content or Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site: (3} Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or Page 8 of 21 (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording Anci Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: {1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law: {2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law: (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions. that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. f:rnployment-Re:ated ?ractices "Personal and advertising injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. HG00010916 Policy #57UUNIF1488 This exclusion applies (1) Whether the injury-causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (i) "Personal and advertising injury" arising out of the "asbestos hazard" (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard": (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor. clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard": or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs. credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. HG 00 010916 COVERAGE C MEDICAL PAYMENTS 1. insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent: or (3) Because of your operations; provided that: {i) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person examination, at our physicians of our choice reasonably require. submits to expense, by as often as we b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident: (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices: and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar l.aws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. Page 9 of 21 Policy #57UUNIF1488 f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS -COVERAGES AAND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit". including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been Page 10 of 21 assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: ('i) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; {c) Notify any other insurer whose coverage is available to the indemnitee; and {d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: {a} Obtain records and other information related to the "suit"; and {b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I -Coverage A -Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above. or the terms of the agreement described in Paragraph f. above, are no longer met. HG 00 010916 Policy #57UUNIF1488 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: c:.. Employees Ar:d Vclunteer Worl,ers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (bl To the spouse, child. parent, brother or sister of that co-"employee" or that HG 00 01 0916 "volunteer worker" as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (1 )(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1 )(a), (1 )(b) and (1 )(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1 )(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (~) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. i..ega: Represer.tat;ve If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. Page 11 of 21 Policy #57UUNIF1488 The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Aciditionai !nsureas When RequireC: Hy Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. Page 12 of 21 A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) {referred to below as vendor), but only with respect to "bodily injury" or ''property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; {b} Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business. in connection with the distribution or sale of the products; {f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g} Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or HG 00 010916 Policy #57UUNIF1488 (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections. adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business. in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. h. Lessors Of Equipment (1} Any person(s) or organization(s) from whom you lease equipment: but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance. operation or use of equipment leased to you by such person(s) or organization(s). (2} With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Pramises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to 'l. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or HG00010916 omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal ~nd advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions. reports, surveys, field orders, change orders or drawings and specifications: or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (i) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Pa~y Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or om,ss,ons or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; Page13of21 Policy #57UUNIF1488 (2) In connection with your premises owned by or rented to you: or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds. this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services. including: (1) The preparing, approving, or failing to prepare or approve, maps. shop drawings. opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision. hiring. employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section !I! -Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section i\f - Commercial General Liability Conditions. Page 14 of 21 No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION m -LIMITS Of INSURANCE 1. The Mosi We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds: b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard"; and c. Damages under Coverage B. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage lJ.. for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard". 4-. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrer.ce Umit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". S. Damage To Premises Rented To Ycli Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. HG 00 010916 Policy #57UUNIF1488 In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case. the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place: (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. HG 00 010916 b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: ('l) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must. (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information: (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Ooligat!or.s At The lr:sureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. , . l{nowieciga Of Ar Occ.:.rrence, Offen!;e, Claim Cr Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (i) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; Page 15 of 21 Policy #57UUNIF1488 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legai Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary !nsurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: ('l) Your Work That is Fire. Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner: Page 16 of 21 (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A - Bodily Injury And Property Damage Liability; (6} When You Are Added As An .O..dditio;1al Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add others As /3.r; Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. {b) Primary And Non-Contributory le Other Insurance When Required By Contract If you have agreed in a written contract. written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. HG00010916 Policy #57UUNIF1488 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss. if any. that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. C. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium. we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium HG00010916 computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Trnnsfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights 01 Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments. we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the Page 17 of 21 Policy #57UUNIF1488 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECT!ON V -DEFIN:TIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a, (1) Radio: (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products: or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbeslos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". !:. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and. if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or Page 18 of 21 c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above, (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". £1. "Empioyment-Reiateci Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer'' means a person holding any of the officer positions created by your charter, constitution. by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to HG00010916 Policy #57UUNIF1488 Premises Rented To You Limit described in Section Ill -Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1} That indemnifies an architect, engineer or surveyor for injury or damage arising out of: {~) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions. or failing to give them, if that is the primary cause of the injury or damage: or (?.} Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perfonm duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". HG 00 010916 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft. watercraft or "auto". ~5. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles. whether self-propelled or not. maintained primarily to provide mobility to permanently mounted: (~) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers: e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Chenry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal: (n) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; Page 19 of 21 Policy #57UUNIF1488 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers: and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury". arising out of one or more of the following offenses: a. False arrest, detention or imprisonment: b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement": or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Po!iutan~s" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoi<e, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard": c:. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (,) Products that are still in your physical possession; or Page 20 of 21 (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a} When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; \~; The existence of tools, uninstalled equipment or abandoned or unused materials; or {3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products- completed operations are subject to the General Aggregate Limit. 2C. "~roperty damage" means: 2.. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on: b. Created or used on: or c. Transmitted to or from: computer software, including systems and applications software, hard or floppy disks, CD- HG 00 010916 Policy #57UUNIF1488 ROMS, tapes, drives. cells. data processing devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee": b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product'·: a. Means: ('!) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by (a} You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired: and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b Includes ('l) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. HG00010916 25. "Your work": a. Means: ("t) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability. performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 21 of 21 Policy #57UUNIF1488 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement -California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured: LSA Associates, Inc. Producer: Dealey, Renton & Associates Schedule Person or Organization City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York NY 10163-4668 Additional Premium % We have the right to recover our payments from any- one 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.) Authorized Representative WC040306 Policy Number 57WEGG5794 Effective Date 9/30/2018 Job Description Re: Agreemt. #TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring. You rmst maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration.