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HomeMy WebLinkAboutMatchpoint Water Asset Management; 2018-09-12; PSA19-538UTILPSA 19-538UTIL AGREEMENT FOR LEAK DETECTION AND CONDITION ASSESSMENT SERVICES MATCHPOINT WATER ASSET MANAGEMENT EEMENT is made and entered into as of the ltfu day of -~"'4,.,~~L.:.i...:.""-=-'--' 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public A ency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and MATCHPOINT WATER ASSET MANAGEMENT, a North Carolina corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in leak detection surveys of distribution systems. B. Contractor has the necessary experience in providing professional services and advice related to leak detection surveys. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 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 six (6) months from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty thousand dollars ($30,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will General Counsel Approved Version 6/12/18 PSA19-538UTIL be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any 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. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their 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. General Counsel Approved Version 6/12/18 2 PSA 19-538UTI L 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or General Counsel Approved Version 6/12/18 3 PSA 19-538UTIL maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD Name Title Stephanie Harrison Utilities Asset Manager Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760-438-2722 For Contractor Name Title Simon Wick Vice President Sales Address 2919 Orville Wright Way, Suite 100 Wilmington, NC 28405 Phone E-mail 904-305-0333 simon.wick@matchpointinc.us 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. General Counsel Approved Version 6/12/18 4 PSA 19-538UTIL 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. YesD No [gj 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product General Counsel Approved Version 6/12/18 5 PSA 19-538UTIL and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD 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 CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version 6/12/18 6 PSA 19-538UTIL 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR MATCHPOINT WATER ASSET MANAGEMENT, a North Carolina corporation By: "5. (ghere) ~o.~~-:Sone~ CFO (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Terry Smi , Interim General Manager as authorized by the Executive Manager If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:-----,..~~~-· ~--oeputyGeneralCouel General Counsel Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES PSA 19-538UTIL Pricing for Matchpoint In-Pipe Leak Detection and Condition Assessment Services Brief: Matchpoint will offer any one (or all) of our 3 in-pipe services for a fixed fee as below. We will have access to the following technologies whilst we are onsite. • *The Investigator • *The Bullet • *The LOS 1000 Mobilization Fee Day Rate Reporting Fee *Total -Discounted Rate $10,000 $10,000 $2000 *$21,000 UAV services $3000 $00.00 **$9,000 Notes: • **Discounted rate based the purchase on in-pipe services with the UAV services being performed during the same period. • *See the individual datasheets for further information. General Counsel Approved Version 6/12/18 8 INVESTIGATOR™ THE JD7 INVESTIGATOR IS AN ASSET MANAGEMENT AND LEAK DETECTION TOOL FOR INSERTION INTO PRESSURIZED PIPELINES UP TO 232PSI. The Investigator is a pressurized pipe inspection and leak detection system and is designed for 3" diameter pipework and above. Access through fire hydrants·, 1.s· and above pressure fittings, air valves, gate valves and Ouadrina's at full mains pressure. The system is mounted onto pipework through a selection of fittings and/or 'hot tappings'. This process makes access into the pipework simple and cost effective. Monitoring the real-time data captured by the camera and hydrophone sensor head allows the operator to understand internal pipework conditions and identify leaks. A 300ft cable is supplied with the system which potentially offers a maximum inspection distance of 600ft upstream and downstream of the insertion point. This is influenced by pipe diameter, internal condition and the configuration of the pipe. The software is specific for the Investigator technology and is used to control the sensor head and view both video and acoustic results from live surveys. The software displays video in a resizable window and also acoustic results in order of amplitude and frequency. The software also operates the sonde which is built into the camera sensor head. The system is compatible with LiveFeed software for maximum performance. (\ A~AM Overview Tri sensor head (CCTV, hydrophone and sonde) Pressurized insertion up to 232psi Extremely robust camera head with bend mechanism Interchangeable hi-resolution CCTV and hydrophone system Internal hydrophone for precise leak detection Sonde for above ground location Ruggedized control station Real-time analysis software -w.aquamcorp.com Operational Requirements Operating mode Application Pipe materials Max. operating pressure Min. operating pressure Min. pipe diameter Max. pipe diameter Max. flow/1/elocity Min. flow/1/elocity Max. inspection distance Insertion Requirements Access points Min. tap diameter Min. valve size Min. external clearance ' Specifications Sensor head Sensor material Sonde frequency Hydrophone frequency Hydrphone beam pattern Power Operating temperature Cable length Cable drum Encoder accuracy Control box Chlorination Data processing Drive system Head office n,o Kenamar Court, San Diego, CA 92121, USA. T: (858) 242-1640 E: info@aquamcorp.com (\ AQ!dAM Tethered Potable CIP, SIP, DIP, Steel, PSC, Concrete, AC, Plastic, GRP. All 232psi No limit for visual inspection and a minimum of 15psi for leak detection 3" 12" No Limit No Limit 600ft (300ft on either side of access point) Fire hydrants, air valves, ball valves, hot tap 2" bore min. 2" full bore 6ft above insertion fitting PIP( DIAGNOSTICS Tri Sensor head with CCTV, Hydrophone and Sonde/22mm and 37mm(standard),wide angle optic fix focus (PAL system) with illumination 3LUX at F1 .2 Stainless steel and interchangeable 512hz 240Hz (Nominal) Circumferencial: Omni +/-2dB up to 1 00kHz/ Horizontal: Omni +/-4dB up to 1 OOkHz 110-240v (Charging) 23-104F 328ft (100m) Assembly approx. 800x750x350mm with slip ring and encoder 1% Control box with Panasonic Toughbook with 12v internal power supply Chlorination points built in to cable drive syS1ems JD7 Investigator software, video and acoustic analysis software 12vdc electronic drive system with seal arrangement UK office Unit 8, Masons Place Business Park, Nottingham Road, Derby, DE21 6YZ, United Kingdom. T: +44 (0)1332 200563 E: info@aquamcorp.com BULLET™ THE BULLET™ IS A PRESSURIZED PIPEWORK LEAK DETECTION SYSTEM. FEATURING A HYDROPHONE. HD CCTV AND A HIGH POWERED SONDE FOR PIPELINE LOCATION. THE SYSTEM IS DESIGNED FOR 4 INCH DIAMETER PIPEWORK AND ABOVE FOR LEAK DETECTION AND VISUAL ASSESSMENT. Access to pipework is possible through full bore fittings, 1.5 inches and above air valves, gate valves and Quadrina's directly on the pipe at full mains pressure. The Bulletn• offers two modes; free flowing and tethered. In free flowing mode the maximum distance achievable is approximately 12 miles and in tethered mode 1640ft of inspection possible from a single insertion. The device utilizes the flow of water to propel the sensor head along the pipework, where data is extraplolated following retrieval from the pipe. Flow velocity, pipe configuration and battery life will determine the inspection distance. The hydrophone incorporated into the sensor, allows the system to be extremely effective for leak detection on all pipe materials and diameters providing there is adequate operational pressure. An overview of the pipework can be also understood due to the high resolution camera technology. The Bullet™ software is used to analyze all data with an automatic report generation feature included. The software displays both video and acoustic data in a number of detail levels and is extremely simple to operate. ~ A~AM P ,1 N TIC~ Overview Effective in all materials and pipe sizes 12 miles -free flowing mode capability -1640ft tethered mode Pressurized insertion and seal technology Internal hydrophone for leak detection Sonde for above ground location Simple operation Data analysis and reporting software www.aquamcorp.com Operational Requirements Operating mode Application Pipe materials Max. operating pressure Min. operating pressure Min. pipe diameter Max. pipe diameter Max. flow/velocity Min. flow/velocity Max. inspection distance Insertion Requirements Access points Min. tap diameter Min. valve size Min. external clearance Max. riser height Specifications Sensor head Sensor material Sonde frequency Hydrophone frequency Hydrphone beam pattern Power Operating temperature Cable length Cable drum Encoder accuracy Chlorination Data processing Parachute (drogue) sizes Launch tube Cable winch Head olfice 771 O Kenamar Court, San Diego, CA 92121, USA. T: (858) 242-1640 E: info@aquamcorp.com ~ AQ!dAM Tethered, free flowing Potable, wastewater CIP, DIP, AC, Steel, All Plastics, HOPE, MOPE, Clay, Lined Pipes (inc. PU, CL) 232psi No limit and 15psi for leak detection 4• No limit 32ft/s 0.1ft/s 1640ft tethered (500m) Untethered -12 miles network dependent Air valves, ball valves, hot tap 2" bore min. 2" bore min. 6ft above insertion fitting 10ft '[ •!AGNOSTIC HD camera sensor (PAL video system), camera minimum illumination: 3 Lux at F1 .2, camera solid state memory (8GB standard) Glass filled nylon body 512hz 240Hz (Nominal) Circumferencial: Omni +/·2dB up to 1 OOkHz/ horizontal: Omni +/-4dB up to 1 OOkHz 110-240V (Charging) 24 • 104F 1640ft braided line (tethered) Electronic deployment system with 500m spool 3% Chlorination points built in to deployment system Bullet software with filters and auto-reporting features 150 -750mm diameter 2· hot tap launch tube Electronic winch for tethered mode UK olflce Unit 8, Masons Place Business Park, Nottingham Road, Derby, DE21 6Y2, United Kingdom. T: +44 (0)1332 200563 E: info@aquamcorp.com LDS1000™ THE LDS1000 IS A LONG DISTANCE TRUNK MAIN LIVE CCTV INSPECTION AND LEAK DETECTION PLATFORM DESIGNED FOR INTERNAL INVESTIGATION AND LEAK DETECTION WORK IN LIVE PIPELINES. The LDS1000 (Large Diameter System) is a long distance transmission main CCTV inspection and leak detection platform, designed for internal investigation and leak detection on pressurized pipelines. The system utilizes a light tri-sensor head incorporating a high resolution digital camera, hydrophone and an internal sonde combined as a powerful platform for condition assessment, leak detection, mapping and locating. The device is designed to be inserted through existing access points or 'hot taps' with an internal diameter of 2" or greater and uses the flow within the pipe as the driver. Parachute sizes (drogues) are selected based upon flow rates. Drogues sit behind the tri-sensor camera head to ensure maximum visibility throughout surveys. The LDS1000 is capable of insertion into pressurized pipework up to 232psi and is reliably launched within 12" diameter pipelines and above with a flow rate as low as 1ft/s. The LDS1000 comes complete as a full package with training and all items required to implement the technology into any business. This technology will not be matched on reliability and performance and has been proven around the World. The system is compatible with JD7LiveFeed software for maximum data collection performance. ~ AQbdAM ~ >IAI N< TIC Overview Tri sensor head (hydrophone, camera and sonde) HD camera sensor Proven unmatchable hydrophone sensitivity Electronic cable drum (silent running) Minimum flow of 1ft/s required Pipelines 12" an above diameter Video and acoustic capturing software for simple reporting Light weight heavy duty control cable for increased reliability and durability www.aquamcorp.com Operational Requirements Operating mode Application Pipe materials Max. operating pressure Min. operating pressure Min. pipe diameter Max. pipe diameter Max. flow/velocity Min. flow/velocity Max. inspection distance Insertion Requirements Access points Min. tap diameter Min. valve size Min. external clearance Max. riser height Specifications Sensor head Sensor material Sonde frequency Hydrophone frequency Hydrphone beam pattern Power Operating temperature Cable length Cable drum Encoder accuracy Control box Chlorination Data processing Parachute (drogue) sizes Launch tube Cable winch Head office 771 0 Kenamar Court, San Diego, CA 92121, USA. T: (858) 242-1640 E: info@aquamcorp.com (\ AQ!dAM Tethered Potable CIP, SIP, DIP, Steel, PSC, Concrete, AC, Plastic, GAP, All 232psi No Limit for visual inspection and a Min. of 15psi for leak detection 12· No Limit 32ft/s 1ft/s 3280ft Most types of valves and hot taps 2" bore min 2" full bore 12ft above insertion fitting 12ft for standard operations PIPE l)IA< ,NO' TICS 37mm diameter tri sensor head with HD CCTV, Hydrophone and sonde/Wide angle optic fix focus (PAL system) with illumination 3LUX at F1 .2 Ruggedized quick release connectors (232psi) 512hz 240Hz (Nominal) Circumferencial: Omni +/-2dB up to 1 00kHz/ horizontal: Omni +/-4dB up to 100kHz 110-240v (Charging) 23-104F 3280ft neutrally buoyant cable with heavy duty protective coating and kevlar strain relief 3280ft electronic cable drum with 24v drive control and self reversing lead screw 1% Control box with Panasonic Toughbook Cable roller mechanism with chlorination system/Full chlorination pump and housing LDS1000 proprietary software with video, acoustic analysis and data collection 150 - 750mm diameter Stainless steel launch tube mechanism assembly with extension sections and patented roller mechanism/aluminum adjustable support legs for suppor1ing launch tube assembly Cable winch and collapsible tripod assembly with puller guide roller UK office Unit 8, Masons Place Business Park, Nottingham Road, Derby, DE21 6VZ, United Kingdom. T: +44 (0)1332 200563 E: info@aquamcorp.com @ MATCH POINT INCLUDES • Reservoir and dam structural integrity analysis • • • Soil and vegetative analysis, infrared assessment of water movement and/or pooling Aqueducts Leak detection/confirmation of "hard to find" areas of interest • Areas unreachable by humans: water towers. rooftops, remote pipelines, etc. • Potable. storm. and wastewater infrastrucutre VARI lt"ldu Me.iii aind Ther~ ~nson 2 :,·. [;'- ... • • . , www.matchpointinc.us VIABILITY PROCEDURES · Conference call to discuss need and review project · Submittal of GIS location for Matchpoint's review · Project design. development. and presentation of deliverable including pricing · On-site deployment to gather imagery · Analytics team runs algorithms. conducts analy- sis. and develops the "package" · Presentation given on End of Project Report and conclusions B sales@matchpointinc.us D 910.509.7225 ~ MATCHP1 nP 1n· r-P ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 08/31/2018 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 910-762-2489 ~~m;~cT Carol Palmer George Chadwick-Insurance W8,~o, Ext) 910-762-2489 I rtr No): 910-763-8006 3301 Wrightsville Avenue Wilmington, NC 28403-4195 ~~t~'Ess: cpa1mer@chadw1ckmsurance.com George H. Chadwick Ill INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Travelers Property Casualty Co 25674 INSURED Matchpoint Inc & Matchpoint INsuRERB: Underwriters at Lloyds of Water Asset Management Inc PO Box 12448 INSURERC: Wilmington, NC 28405 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 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 lYPE OF INSURANCE ADDL SUBF POLICY NUMBER POLICYEFF POLICY EXP LIMITS LTR INSD WVD IMM/ODIVVVVl IMM/DDMYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CK] OCCUR DAMAGE TO RENTED 300,000 X X ZLP91 N02742 09/01/2018 09/01/2019 PREMISES IEa occ, rrencel $ -MED EXP {Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ ~ POLICY D j~i:T DLOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER $ A AUTOMOBILE LIABILllY COMBINED SINGLE LIMIT 1 Fa ~r-c1dent\ $ 1,000,000 X ANY AUTO BA1L70165A 09/01/2018 09/01/2019 BODILY INJURY {Per person) $ ~ OWNED -SCHEDULED ~ AUTOS ONLY ~ AUTOS BODILY INJURY (Per accIdent1 $ ~ ~lf&soNLY ~ ~Btti'1i~t9 iPRe9~z~1rn?iAMAGE $ $ A X UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 ~ CUP2L138855 09/01/2018 09/01/2019 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I X I RETENTION $ 10000 , $ WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E L DISEASE -EA EMPLOYEE $ If yes. describe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT $ B Professional & ENC000010602 03/22/2018 03/22/2019 Aggregate 2,000,000 Pollution Occurrenc 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES {ACORD 101, Addltlonal Remarks Schedule, may be attached if more space Is required) City of Calsbad is Additional Insured. Waiver of Subrogation applies. See included forms CGD4170112 blanket additional insured and blanket waiver of subro~ation on GL policy. 30 day cancellation notice applies excep nonpay cancel. CERTIFICATE HOLDER CANCELLATION CITYCA2 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 AUTHORIZED REPRESENTATIVE Compliance Services ~~ PO Box 4668 ECM#35050 INew York NY 10163 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, cover- age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non-Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured -Employees And Volunteer Workers -First Aid G. Who Is An Insured -Employees -Su- pervisory Positions H. Who Is An Insured -Newly Acquired Or Formed Organizations I. Blanket Additional Insured -Owners, Managers Or Lessors Of Premises PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Or Intended Injury. in Paragraph 2 .. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a Expected Or Intended Injury Or Damage "Bodily injury" or "property dam- J. Blanket Additional Insured -Lessors Of Leased Equipment K. Blanket Additional Insured -Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement L. Blanket Additional Insured -Broad Form Vendors M. Who Is An Insured -Unnamed Subsidi- aries N. 0. P. a. R. Who Is An Insured -Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures Medical Payments -Increased limits Contractual Liability -Railroads Knowledge And Notice Of Occurrence Or Offense Unintentional Omission S. Blanket Waiver Of Subrogation age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON-OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 © 20 12 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (bl Not owned by any insured; and (cl Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion j., Damage To Property, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2.. Exclu- sions. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- graphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Coverage A -Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part that has Exclu- sion -All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. of Sec- tion Ill -Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION Ill LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we wil I pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1 )(bl of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (bl That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense Page 2 of 6 © 2012 The Travelers indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -FIRST AID 1. The following is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Un less you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "em- ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2. The following is added to Paragraph 2.a(1l of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 Hal, (bl. (cl and (d) above do not ap- ply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION Ill LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one per- son will be deemed to be one "oc- currence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED EMPLOYEES SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (bl and (cl above do not apply to "bodily injury" or "personal in- jury" to a co-"employee" in the course of the co-"employee's" employment by you arising out of work by any of your "em- ployees" who hold a supervisory position. H. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION 11 -WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II - WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your pol icy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only: (1) Unti I the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (21 Unti I the end of the pol icy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG D4 17 01 12 © 20 12 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office. Inc. with its permission. I. BLANKET ADDITIONAL INSURED -OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li- ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such prem- ises owner, manager or lessor does not apply to: a Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. J. BLANKET ADDITIONAL INSURED -LESSORS OF LEASED EQUIPMENT The fol lowing is added to SECTION II - WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily in- jury", "property damage", "personal in- jury" or "advertising injury" caused, in whole or in part. by your acts or omis- sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in- jury" or "property damage" that: a Is caused by an "occurrence" that takes place after you have signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera- tions on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and b. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) Any change in "your made by such vendor; products" (3) Repackaging, unless unpacked solely for the purpose of inspec- tion, demonstration, testing, or the substitution of parts under instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic- ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 4 of 6 © 20 12 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office. Inc. with its permission. (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. M. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Dec- larations is a Named Insured if: a You maintain an ownership interest of more than 50% in such subsidi- ary on the first day of the pol icy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. N. WHO IS AN INSURED -LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION II -WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur- rent or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qua I ifies as an in- sured under Section II -Who Is An In- sured. 0. MEDICAL PAYMENTS -INCREASED LIMITS The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for al I medical ex- penses because of "bodily injury" sus- tained by any one person, and will be the higher of: (a) $10,000; or (bl The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. P. CONTRACTUAL LIABILITY -RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or I icense agree- ment; 2. Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion is deleted. 0. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provIsIons apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a part- nership or joint venture), any of your managers who is an individual (if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership, joint venture, limited liability company or trust) or any "employee" author- CG 04 17 01 12 © 20 12 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi- viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other or- ganization; that is your partner, joint venture member, manager or trustee; or (bl Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. (3) Notice to us of such "occur- rence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an en- dorsement that pro vi des I im ited cover- age for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The fol lowing is added to Paragraph 6., Representations, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this pro- vision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Oth- ers To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. Page 6 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission.