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Home My WebLink AboutValley CM Inc; 2018-10-17; PSA19-620TRANPSA 19-620TRAN AMENDMENT NO.1 TO EXTEND AND AMEND AGREEMENT FOR RECYCLED WATER PHASE Ill PIPELINE EXPANSION SEGMENT 5 CONSTRUCTION MANAGEMENT & INSPECTION SERVICES VALLEY CM, INC. This Amendment No.1 is entered into and effective as of the ~ day of U (<m.'o,g, c:'. , 20l<t extending and amending the agreement dated October 17, 2018 (the "Agreement") by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and VALLEY CM, INC., a California corporation ("Contractor") (collectively, the "Parties") for . RECITALS A. The Parties desire to alter the Agreement's scope of work to increase the construction management and inspection services hours to cover recent change orders to the contract; and B. The Parties desire to extend the Agreement for a period of one (1) year ending in October 17, 2021; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee, for a total amount of one hundred eighty-four thousand, four hundred dollars ($184,400). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed one million, eighty-four thousand, twenty dollars ($1,084,020). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed one hundred eighty-four thousand, four hundred dollars ($184,400). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by October 17, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. General Counsel Approved Version 1/30/13 1 of 3 PSA 19-620TRAN 6. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR VALLEY CM, INC., a California Corporation /) (sign here) Galina Mochel, President (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: ~ (sign here) ~ ~ J-/eclif(;ctY¥2. {}G/WJ fc,r Barbara Engleson, Secretary 7 Ct~ Paul Mochel, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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 Dep~d:~el General Counsel Approved Version 1/30/13 2 of 3 Clhi< November 15, 2019 Valerie Airey, MPA, LEED AP Municipal Projects Manager Public Works City of Carlsbad 1635 Faraday A venue Carlsbad, CA 92008 V V/\LLEY c□nstruc:tlon Management SUBJECT: Recycled Water Phase 3 Pipeline Expansion Segment 5 Project Construction Management & Inspection Amendment Request #1 Dear Ms. Airey: PSA 19-620TRA Exhibit "A" lnfo@valleycm.com 1866 966 2720 Valley CM's original budget was based on twenty-four (24) months of construction. However, recent change orders to the contract have extended the project duration 5 months that are not included in our scope of work. We respectfully request an amendment to our contract to accommodate the contractor's extended contract duration. Fee Proposal Project Executive -Paul Mochel, PE, CCM 40 Hours (5 months@ 8 hours/month)@ $155hour Construction Manager -Lisa Laszlo, CCM 440 Hours (5 months@ 88 hours/month)@ $145/hour Inspector -James Gaddis 880 Hours (5 months @ 176 hours/month) @ $ 130/hour Please call me if you have any questions. Sincerely, Valley Construction Management e~ Paul Mochel, PE, CCM Principal Construction Manager ESTIMATED FEE $6,200 $63,800 $114,400 $184,400 --------------------www.ValleyCM.com -------------------- son Diego • El Centro • Mexico 3 of 3 C-22 RECYCLED WATT~ SEGMEN SEE ABOVE RIGHT D WATER SEGMENT 5-1 RECYCLE C-19 C-20 t CONFORMED SET C-33 t RECYCLED WATER SEGMENT 5-3 / C-48 ' ' ' I ' I \ POTABLE WATER FLO\AJER FIELDS SEE BELOW RIGHT C-45 C-42 RECYCLED WATER SEGMENT 7 POTABLE WATER FLOWER FIELDS C-61 "RECORD DRAWING" fsirul CITY OF CARLSBAD ~ UTILITIES Dl\llSION KEY MAP/I ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA lE (MM/DD/YYYY) ~ 11/26/2019 THIS CERTIFICATE 15 ISSUED AS A MA TIER 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 15 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 Daniel Webster NAME: Webster Insurance Agency, Inc. PHONE 619 433-3801 I FAX 8315 La Mesa Blvd. fA/C No ~vtl: {A/C Nol: 619 741-1047 E-MAIL dan®websterinsur.com La Mesa, CA 91942 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# License #: 0M08728 CRUM & FORSTER SPEC INS CO 44520 INSURER A: INSURED INSURER B: California Auto Ins Co (MIC\ 38342 VALLEY CONSTRUCTION MANAGEMENT CRUM & FORSTER SPEC INS CO 3525 Del Mar Heights Rd INSURERC: INSURER D: STATE COMPENSATION INSURANCE FUND #192 San Diego, CA 92130 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00000000-670376 REVISION NUMBER: 140 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. I~,: TYPE OF INSURANCE A X COMMERCIAL GENERAL LIABILITY =□ CLAIMS-MADE Ci] OCCUR f--------------- GEN'LAGGREGATE LIMIT APPLIES PER: n POLICY lxl jm= tJ LOC OTHER: B AUTOMOBILE LIABILITY f----x ANYAUTO f----O'MlED f----AUTOS ONLY HIRED -SCHEDULED -~~1?J'MlED _ AUTOS ONLY _ AUTOSONLY C UMBRELLA LIAB LxJ OCCUR X EXCESS LIAB n CLAIMS-MADE OED I I RETENTION $ D :i~~:~i~E~~~~~~L~~ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below A PROFESSIONAL A Professional YIN [i] I I N/A I POLICY NUMBER EPK-129075 BA040000051349 EFX-114039 9087247-2019 EPK-129075 EPK-125013 11/24/2019 I 11/24/2020 nEA~C~H ~OC~C=U~R=RE~N=C=E __ +--$ __ 1~0_0_0~0~0~0'--' DAMAGE TO RENTED I PREMISES {Ea occurrence\ $ 50,000 ~ED EXF'_(Any one person) _ $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ ----- $ --_§,QQO 1000000 2 000 000 _ 2_,_000,000 03/18/2019 1 03/18/2020 ?E~~~~~~~lNGLE LIMIT $ 1 000 000 p=---==~----+---~ci=-~==---i BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ DEDUCTIBLE $ $1000 11/24/2019 I 11/24/2020 f-EA_C_H_OC_C_U_R_RE_N_C_E __ +-'-$ __ 4~,_0_00~,o_o_o___. AGGREGATE $ 4,000,000 04/15/2019 1 04/15/2020 r-X_'-~~ff~T~U-TE_~l_l_~~~-H--+------___. E.L. EACH ACCIDENT _I= l._!llSEASE -EA_EMPLOY~ $_ E.L. DISEASE -POLICY LIMIT $ 11/24/2019 , 11/24/2020 Per claim 11/24/2018 1 11/24/2019 Aggregate I 1,000,000 1,00_Q,000 _ 1,000,000 1,000,000 2,000,000 DESCRIPTION OF OPERA TlONS /LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AS PER CONTRACT 30 DA VS NOTICE OF CANCELLATION THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS RESPECTS OPERATIONS OF THE NAMED INSURED PERFORMED UNDER CONTRACT WITH THE CITY. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 CARLSBAD VILLAGE DRIVE. ACCORDANCE WITH THE POLICY PROVISIONS. CARLSBAD, CA 92008 AUTHORI~ REPRESENTATIVE I )?1 ,,(.,~.,~ (DLW) © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by DLWon November 26, 2019 at 09:20AM / I VALLEY CONSTRUCTION MANAGEMENT EPK-129075 THIS £.:JOO 1SEMENT CHANGES THE POLICY. PLEASE R. "AD ff CAREFULLY. I LIMITED NOTICE OF CANCELLATION ENDORSEMENT This endorsement modifies insurance provided under the following: SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM In consideration of the premium charged and solely with respect to the coverage parts shown above, it is hereby agreed that the Common Provisions, Section IV -Conditions is amended by the addition of the following: Limited Notice Of Cancellation In the event that we cancel this Policy for any reason other than non-payment of premium and; a. The effective date of cancellation is prior to the expiration date of this Policy; and b. You are under an existing written contractual obligation to notify a certificate holder when this Policy is canceled and have provided to us, either directly or through your broker of record, the email address of a contact at each such certificate holder; and c. We received this information after you received notice of cancellation of this Policy and prior to the effective date of cancellation, via an electronic spreadsheet that is acceptable to us, We will provide notice of cancellation via email to each such certificate holder within thirty (30) days of your providing such information to us. Proof of our emailing the notice of cancellation, using the information provided by you, will serve as evidence that we have satisfied our obligations under this condition. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. SPE0118 -0117 Page 1 of 1 POLICY NUMBER EPK-129075 COMMERCIAL GENERAL LIABILITY CG20100704 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 Organiza- tion s Location s Of Covered O eratlons Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured. Where s written contract. 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 organlzation(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) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment 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 in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 2010 0704 © ISO Properties, Inc., 2004 Page 1 of 1 a POLICY NUMBER: EPK-129075 COMMERCIAL GENERAL LIABILITY CG20370704 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 LIABILllY COVERAGE PART SCHEDULE Name Of Addltlonal Insured Person(s) Or Organiza-Location And Description Of Completed tlon s O rations Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured for Completed Opera ions Covera e. Where s written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. S.ection 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 "pr.oducts- completed operations hazard". CG 2037 0704 C ISO Properties, Inc., 2004 Page 1 of1 □ EPK-129075 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAO IT CAREFULLY. DESIGNATED PROJECT OR PREMISES GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM SCHEDULE Designated Project Or Premises: Where required by written contract Information requir~ to complete this Schedule, if not shown above, will be shown in the Declarations. In consideration of the premium charged, it is hereby agreed that: A. For all sums which the insured becomes legally obligated to pay as "damages" caused by: 1. "Occurrences• under Section I -Coverage A -Bodily Injury And Property Damage Lfablllty; 2. Medical expenses caused by accidents under Section I -Coverage C -Medical Payments; 3. "Pollution conditions" under Section I -Coverage D-Contractor's Pollution Liability; and 4. "Wrongful acts" under Section I -Coverage E -Errors And Omissions Liability; which can be attributed only to ongoing operations at a single designated project or premises shown in the above Schedule of this endorsement: I. A separate Designated Project or Premises General Aggregate Limit applies to each designated project or premises, and that limit is equal to the amount of the General Aggregate Limit .shown in the Declarations. II. The Designated Project or Premises General Aggregate Limit is the most we will pay for the sum of all: ~-"Damages" under Coverage A, except for "damages• because of "bogily injury" or "property d.~mage" included in the "products-completed operations hazardu; b. Medical expenses under Coverage C regardless of the number of: (1) Insureds; (2) "Claims" made or "suits" brought; or (3) Persons or organizations making "claims" or bringjng "suits"; c. ''Damages" under Coverage D, except for "damages• because of "bodily injury", "property damage" or "clean-up costs· included in the "products-completed operations ha2ard"; and d. "Damages!' under Coverage E. SPE0108-0115 Page 1 of3 Includes copyrighted material of Insurance Services Office, Inc; with its permission. POLICY NUMBER: EPK-129075 COMMERCIAL GENERAL LIABILITY CG 24 041093 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization when you have agreed in writing in a contract or agreement to waive your right of recovery against such person or organization. (If no entry appears abOl/e, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV -COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 CopyriQht, Insurance Services Office, Inc., 1992 Page 1 of 1 □ EPK-129075 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON CONTRIBUTORY INSURANCE ENDORSEMENT FOR SPECIFIED PROJECT This Endorsement shall not serve to increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. In consideration of the payment of premiums, it is hereby agreed as follows. Additional Insured s Any person or organization when you have agreed in writing in a contract or agreement that such person or organization be added as an Additional Insured on a rima and non contributo basis. Solely with respect to the specified project listed below and subject to all terms, conditions and exclusions of the policy, this insuram;;e shall be considered primary to the Additional Insured listed below if other valid and collectible insurance is available to the Additional Insured for a loss we cover for the Additional Insured under COVERAGE A It is also agreed that any other insurance maintained by the additional insured shall be non-contributory. S acffled Pro ect written contract. All other terms, conditions and exclusions under the policy are applicable to this Endorsement and remain unchanged. CFENV 01 036 10 13 Includes copyrighted material of American Safety Indemnity Company with its permission Copyright@ 2004 American Safety Indemnity Company Page 1 of 1 :-AGR STATE l_Ur-,,.,-.f-t-f",,j':,,.:,,, <.Jf¼ t9Li~Nc ENDORSEMEN1 Mi' :EEMENT WAIVER OF SUBROGATION BLANKET BARIS ------· ._..., 9087247-19 RENEWAL SP HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 15, 2019 AT 12.01 A.M. PAGE 1 OF 1 ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 15, 2020 AT 12.01 A.M. VALLEY CONSTRUCTION MANAGEMENT 3525 DEL MAR HEIGHTS ROAD, #192 SAN DIEGO, CA 92130 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~~ FEBRUARY ., >TU~'7CO DCDDCC'!!!!L 21, 2019 d__,_. .dl-L~~ nncC"'1ncftlT 1\1\tn rr=n ?li.7? Policy#; BA040000051349 Policy#; BA040000051349 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect ta coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement The following is added to the Section II -Uablllty Coverage, Paragraph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the ''bodily injury" 9r "property damage" occurs and !hat is in effect during !he policy period is an "rnsured" for Liability Coverage, but only for damages lo which thrs insurance applies and only to the extent that person or organizatioo qualifies as an "insured" under the Who Is An Insured provision contained in Section II. MCA20480711 Policy#; BA040000051349 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION IV-BUSINESSS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, the following is added: We waive any right of recovery we may have agarnst any person or organization to the extent required of you by a writte11 contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person ar organization designated in such contract. MCA04440913 Policy#; BA040000051349 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided under the following: BUSI NESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS Ill. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPFNSF VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR -DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO-COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH Copyrtght 2017 Mercury Insurance Services, LLC. All rights ~es.erved. MCASSl00817-CA Includes r.;opyrighted rr,;;iterial of Insurance Services Office, Inc, with its Permission Page 1 of 6 BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED Oh FORMED ENTITY (Broad Form Named Insured) SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days fo(lowing acquisition or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. Coverage does not apply to an "accident" which occurred before you acquired or formed the organization. II. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Ill. AUTOMATIC ADDITIONAL INSURED SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: f. Any person or organization that you are required to include as additional insured 011 the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liabinty Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: g. An "employee'' of yours is an "insured" while operating an "auto" hired or tented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to tt.c conduct of your business. V. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following; MCA85100817-CA (2) Up to $3,000 for cost of bail bonds {including bonds for rel2ted traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to SS00 a day because of tJme off from work. Copyright 2017 Mercury Insurance Services, LLC. All rlght5 re5t>rved. Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 2 of 6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II -LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in-force co11ering all of your "employees". Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverc@e Extensions, a. Transportation Expenses, is replaced with the following: We will pay up to $50 per day to a maximum of $1000 for temporary transportation e><pense incuned by you because of the total theft □fa covered "auto" of the private passenger type. We will pay onlv for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportatron expenses incurred durrng the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "lass". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a .stolen covered auto from the ptace where it is recovered to its usual garaging location. VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added: c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the foflowir1g f1m1t: (1] The most we will pay for "loss" ta any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss" caused by fire or Hghtnihg Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over an\/ other coHectible insurance. IX. ACCIDENTAL Aj RBAG DEPLOYMENT COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. E)(clusions, 3.a., is amended to add the following: This exclusion docs not apply to the accidental discharge of an airbag. Copyright 2017 Mercury Insurance Services, LlC. All right~ re5crved. MCl\85100817-CA Include~ copyrighted material of Insurance Services Office, Inc., with its Permission l'age 3 of 6 X. LOAN/LEASE GAP COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added: 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less: a. The amount paid under the Physical Damage Coverage Section of the b. policy; and Any: (1) (2} (3) (4) Overdue lease/loan payments at the time of the "loss"; Financial penalties imposed under a lease for e)(cesslve use, abnormal wear and tear or high mileage. Security deposits not returned by the lessor; Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss. XI. GLASS REPAIR -DEDUCTIBLE WAIVER SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: No deductible applfes to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. Jf the applicable Business Auto deductible is hot the smallest, it w[II be reduced by the amount of the smallest deductible; or 3. If the loss involves two or more Business Auto cave rage farms or policies the smallest deductible will be waived. For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury lhsurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSjNESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to: {1) You, if you arc an individual; (2) A partner, if vou are a partnership; (3) A member, if you are a limited liability company; or (4) An C)(ecutive officer or insurance manager, if you are a corporation. Copyright 2017 Mercury Insurance ~crvlces, LLC. All rights reserved. MCA8:i100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permi$sion Page 4 of 6 XIV. WAIVER OF SUBROGATION SECTION IV -BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed priar to any "accident" or "1□5s", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added: Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time du.ring the policy period shall not invalidate or adversely affect the covC!rage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. This pro11ision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV -BUSINESS AUTO CONDITlONS, 8. General Conditions, S. Other Insurance, b. For Hired Auto Physical Damage Coverage, is. replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or barrow; and 2.. Any covered "auto" hired or rented by your "employee" under a contract in that individual ''employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a rnvered "auto". XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other lnsurrince, the following is added and supersedes any provision ta the contrary: MCAS510081 l-(A e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named rnsured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Copyright 2017 Mercury Insurance Services, LLC. All rlghts resel"\/ed Includes copyrighted materi<1I of lnsc.mim::e Services Office, Inc., with its Permiss,on rai;e 5 of 6 XVIII. HIRED AUTO -COVERAGE TERRITORY SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Pol icy Period, Coverage Territory, e. Anywhere in the world if:, is replaced b\l the following; e. Anywhere in the world if; (1) A covered "auto" is leased, hired, rented or borrowed without a driver tor a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rim. or Canada ar in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V -DEFINITIONS, C. '' Bodily Injury" is amended by adding the following; MCA85100817-CA "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease Cop11rlght 2017 Mercury Insurance Services, LLC. All rights reserved. Includes copyrighted materi.il of Insurance Services Office, Inc., with its Permission Page 6 af6 October 16, 2018 Item #5 Page 6 of 38 PSA 19-620TRAN AGREEMENT FOR RECYCLED WATER PHASE Ill PIPELINE EXPANSION SEGMENT 5 CONSTRUCTION & INSPECTION SERVICES VALLEY CM, INC. ~~EEMENT is made and entered into as of the 17 tk day of OG , 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and VALLEY CM, INC., a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in construction management & inspection services. B. Contractor has the necessary experience in providing professional services and advice related to construction management & inspection services. 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 two (2) years from the date first above written. The Executive Manager may amend the Agreement to extend it for one (1) additional year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. 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 eight-hundred ninty-nine thousand six-hundred twenty dollars ($899,620). 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". General Counsel Approved Version 6/12/18 1 October 16, 2018 Item #5 Page 7 of 38 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. 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. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. General Counsel Approved Version 6/12/18 2 October 16, 2018 Item #5 Page 8 of 38 10. 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 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. 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. 11. 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. 11.1 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. 11.1.1 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 aggreg,ate 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. 11.1.2 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. 11.1.3 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. 11.1.4 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. General Counsel Approved Version 6/12/18 3 October 16, 2018 Item #5 Page 9 of 38 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 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. 12. 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. 13. 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. 14. 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. 15. 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. General Counsel Approved Version 6/12/18 4 October 16, 2018 Item #5 Page 10 of 38 16. 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 For Contractor Name Valerie Airey Name Paul Mochel Title Municipal Projects Manager Title Principal Construction Manager Carlsbad Municipal Water District Address 3525 Del Mar Heights Road, #192 Address 1635 Faraday Av San Diego, CA 92130 Carlsbad, CA 92008 Phone 866-966-2720 Phone 760-608-2764 E-mail paul. mochel@valleycm.com 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. 17. 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 IZ] No D 18. 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. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 General Counsel Approved Version 6/12/18 5 October 16, 2018 Item #5 Page 11 of 38 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. 21 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 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. 22. 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. 23. 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. General Counsel Approved Version 6/12/18 6 October 16, 2018 Item #5 Page 12 of 38 24. 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. 25. 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. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 6/12/18 7 October 16, 2018 Item #5 Page 13 of 38 PSA 19-620TRAN 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. CONTRACTOR VALLEY CM, INC., a California corporation By: (sign here) A L1 NA: fv\ oc_ ¼1 El (print name/title (sign here) -~vL Mocffe-L -5ez;ze,A:;l.t (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the · y of Carlsbad By: i President ATTEST: BARBARA ENGL Secretary 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: General Counsel Approved Version 6/12/18 8 October 16, 2018 Item #5 Page 14 of 38 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for CMWD and at what price. General Counsel Approved Version 6/12/18 9 October 16, 2018 Item #5 Page 15 of 38 (_ City of Carlsbad California PROPOSAL FOR: RFQ18-420TRAN-Construction Management & Inspection Services for the Recycled Water Phase III Pipeline Expansion Segment 5 Project May 23, 2018 Prepared by: Valley Construction Management 3525 Del Mar Heights Road #192 San Diego, CA 92130 858-444-6804 V/\LLEY Cons truc:tlon Mun.:1gement October 16, 2018 Item #5 Page 16 of 38 VALLEY lOil':illlJ(tlOll Mc1t1.-1qcn1Pnl Proposal for CM & Inspection Services for Recycled Water Phase Ill Pipeline Expansion Segment 5 Project 1. EXECUTIVE SUMMARY • We Specialize in Construction Management and Inspection. {city of Carlsbad C al i forn i a Valley CM was founded SOLELY to provide construction management and inspection of water and wastewater projects. Since our founding in 2007, Valley CM's depth of experience and focused specialty has been entrusted to perform construction management and inspection services on over $150,000,000 worth of public construction projects. Valley CM's narrow focus allows us to realize significant economic advantages while committing to maintaining a depth of specialized experience. This commitment is driven by Valley CM's founder's passion for the challenges of this type of work. Valley CM is a WBE certified (VON #9IS00044) by the California Public Utilities Commission. • We Bring the Contractor's Perspective to the Owner's Side of the Table. Valley CM's senior staff all have significant experience as both a general contractor and an owner's representative. This contractor experience aids tremendously in seeing the big picture, anticipating problems and keeping the project moving to successful completion. • Recent & Relevant Experiences Valley CM has assembled an experienced team that has worked together on recent and relevant projects including Olivenhain Water District's Village Park Recycled Water Project. This $8 million project included the conversation of a potable water tank to recycled water and installation of over 40,000 LF of 4-inch to 12-inch PVC recycled water pipelines in the Village Park area of Encinitas. The following team members have all worked together previously, and all have an established track record of successful projects. o Paul Mochel, PE, CCM will be the Project Executive. Paul is the founder of Valley CM and has over 24 years' experience in the water and wastewater construction. He is also an A WW A/ ABP A Certified Cross Connection Specialist. o Lisa Craig, CCM, CWI will be the Construction Manager. Lisa has over 22-years' experience in the water and wastewater construction and is an A WW A/ ABP A Certified Cross Connection Specialist. o Frank Gomez will be the Project Inspector. Frank has over 17 years' experience in the water and wastewater construction. • Proven Techniques and Methodologies Valley CM has methodologies and techniques in place that have proven successful on past projects. These include a project planning meeting where we go over every page of the plans and specifications in detail with the contractor before the preconstruction meeting and discuss their bid approach. We also use Note Vault Daily Reporting software. This software eliminates the old, time consuming way of handwriting daily reports and allows for a more detailed and thorough daily report that is compiled on a near real-time basis and can be emailed to City staff each day. 2. IDENTIFICATION OF PROPOSER • Legal name of address of company: Valley CM, Inc. 3525 Del Mar Heights Road #192 San Diego, CA 92130 • Legal form of company: California S-Corporation State Corporation No. C2598602 Fed Tax ID: 20-8309093 • Address of Office working on this project: 3525 Del Mar Heights Road #192 San Diego, CA 92130 • Contact Person: Paul Mochel, Principal Construction Manager 3525 Del Mar Heights Road #192 San Diego, CA 92130 Paul.mochel@valleycm.com 858-444-6804 1 October 16, 2018 Item #5 Page 17 of 38 V V/\LLEY Const1uct1on Man.--1gcnu"!n1 Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project 3. FIRM EXPERIENCE Village Park Recycled Water Project (APWA Award Winning Project) Client: Olivenhain Municipal Water District Cost: $8.5 million Owner PM: Chad Williams, Engineering Services Manager 760-415-8737 Key Staff: Paul Mochel-Construction Manager, Lisa Craig-Inspector {"city of Carlsbad Ca l i fornia Valley CM provided Construction Management and Inspection for the installation of 7 miles of 4-inch through 12-inch C900 PVC recycled water main and laterals in the Village Park area of Encinitas including El Camino Real. The project also included the installation of an EFI pre-packaged recycled water pump station. Extensive coordination was required with the City of Encinitas and public as the project is located in a densely residential area. Night work was required in several locations. Valley CM help redesign several utility conflicts encountered on the project to ensure they stayed within the recycled water guidelines. October 16, 2018 Item #5 Page 18 of 38 V V/\LLEY Proposal for CM & Inspection Services for Recycled Water Phase 111 Pipeline Expansion Segment 5 Project C rmSl"l l l(UUI I Mdfl.-Jf]elTlPI 11 Unit AA Raw Water Pipeline Phase 2 Client: Olivenhain Municipal Water District Cost: Phase l-$12M, Phase 2-$4M Owner PM: George Briest, Engineering Manager 760-632-4640 Chad Williams, Inspection Supervisor 760-415-8737 Key Staff: Paul Mochel-Construction Manager, Lisa Craig-Resident Engineer Phase 1 includes 16,000 LF of 48-inch steel pipe with polyurethane coating installed via open trench through heavily traveled 2-lane roads, environmentally sensitive land inside only a 20' wide easement and 300LF installed through a drill and blast rock tunnel underneath Escondido Creek. Phase 2 included the connection of the AA pipeline at each end to the San Diego County Water Authority Pipeline 5 and Flow Control Facility OV-8. The Pipeline 5 connection required the installation of a 108" x 48" tee that had to be installed during a 10-day shutdown window. This required the contractor to work 24/7 during this time to ensure completion within the 10-day window and utilized over 2,000 man-hours in 1 week. The Flow Control Facility OV-8 connection included the installation of36-inch Plunger and Ball Valves as well as a venturi flow meter. Extensive coordination was required with the San Diego County Water Authority. Home Gardens Well Collection Pipeline Client: City of Corona Cost: $6.3 Million Owner PM: Linda Bazmi, Senior Engineer 951-739-4960 Key Staff: Lisa Craig-Resident Engineer, Frank Gomez-Inspector C cityof Carlsbad Californ i a This project consists of 3,100 LF of 24-inch DI Pipe, 8,400 LF of 20-inch DI Pipe and 2,500 LF of 16-inch DI pipe to connect an existing well to the City's new ION Exchange plant and to the existing city pipe line. There were jack and bore 3 October 16, 2018 Item #5 Page 19 of 38 V/\LLEY Const'lt1r:t1on Mc1naqemt?nl Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project (city of Carlsbad California tunnels under BNSF Railroad and one under Temescal Concrete Lined Wash. The project was very challenging due to the soil conditions. Most of the project is in a river wash so the ground was very sandy and difficult to shore. We also encountered soils conditions of very large boulders and solid rock. The project was constructed during day and night shift's across multiple jurisdictions (City Of Corona, CAL TRANS, Riverside County and Home Gardens). The project came in on time and under budget. · 4 October 16, 2018 Item #5 Page 20 of 38 V V/\LLEY fon~t·1ur.tlon Mc1nd(JCJ11r~nt Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project Rockhoff Pump Station Replacement Client: Rincon Del Diablo Water District Cost: $2.5 Million Owner PM: Nick Lyuber, Senior Engineer 760-533-2194 Key Staff: Paul Mochel, Construction Manager, Frank Gomez-Resident Engineer C cityof Carlsbad Califo r nia The project is located on a small site and required the existing pump station to remain in service during the construction of the new pump station. The project included the removal and replacement of 1,000 LF of 12-inch PVC water main along a highly traveled street in Escondido and connection to the VID flume vault. The project included a pre-negotiated Grundfos booster pump skid package, a new CMU building, a new electrical room equipment, new I&C equipment, site grading, surge tanks, flow meter, standby generator and on and off-site pipeline improvements. 5 October 16, 2018 Item #5 Page 21 of 38 V/\LLEY tn11st·I U[Uon Man.-19ernerlt Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project 4. PROJECT TEAM AND KEY PERSONNEL {'city of Carlsbad Californ i a The Valley CM team has significant experience with water and recycled water systems (Olivenhain, Otay, Vallecitos, Santa Fe Irrigation,) and understands the nuances of their operations and requirements including shutdowns. Valley CM personnel have prepared shutdown requests, held pre-shutdown meetings with operations departments and oversaw numerous shutdowns and tie-ins ranging from 4" to 108" diameter pipelines. Valley CM senior staff have all worked together successfully on previous project sand brings this experience to the City. Valley CM senior staff have significant contractor experience in the water and wastewater industry which aids tremendously in seeing the big picture, anticipating problems and keeping the project moving to successful completion. Valley CM firmly believes that by bringing the contractor's perspective to the owner's side of the table, we can be a proactive participant in the project and anticipate and mitigate problems with the contractor Lisa Craig, the Construction Manager, lives in Carlsbad and Paul Mochel, the overall Project Executive, lives 20 minutes from Carlsbad in Northern San Diego. Valley CM can respond locally and in a timely manner. Team Members Project Manager Valerie Airey (city of ·Carlsbad C 11 1 If o t n i a I Senior Construction Manager Lisa Craig CCM, CWI V VJ\llt:Y Senior Resident Engineer Frank Gomez V VJ\LLC Y (,,·,·µ.._,a., __ u Project Executive Paul Mochel V PE, CCM, QSD Y.",L,L ~.v The following team members were chosen due to their specific experience and working knowledge of the type of projects anticipated in this contract. Resumes for all personnel can be found in the Appendix. A summary of key personnel experiences is included below. Paul Mochel, PE, CCM, CWI will be the Project Executive for the entire duration of the contract. Paul is a proven leader whose career includes significant experience on all sides of the water and wastewater industry. He started his career as a water and wastewater CIP inspector for the City of San Diego, continued as a project manager for a local underground contractor specializing in open cut and microtunneling and then transitioned to a construction manager for various Cities and Special Districts in Southern California. This well-rounded experience allows Paul to see the big picture for projects as well as have an intimate knowledge of the small details that are required for a project to be successful. Paul has significant experience in: • Cut & Cover (4" -l08" CMLC, PVC, DIP, RCP, CMP, HDPE, FRP). Paul has extensive experience with pipeline construction in with a variety of materials, including larger diameter pipe (36" -l08"), which included new pipelines as well as remove and replace. His projects have required extensive dewatering including areas of significant groundwater contamination. Paul has installed pipeline in heavily travelled roads in business and industrial areas and worked with the businesses to minimize impacts on the businesses from construction. • Microtunneling/Jack & Bore. Paul worked as a project manager for BRR-Garver, one of the first contractors to perform microtunneling in the United States. Paul has installed over 7,600 LF of pipeline via microtunneling including the installation of over 6,000 If of 42" polymer concrete pipe through an area of contaminated groundwater where no dewatering was allowed and 30" steel casing through contaminated soil and groundwater 6 October 16, 2018 Item #5 Page 22 of 38 V V/\LLEY (nnsl1t1r:U01t Mclrk1(Jen1Pnl Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project (city of Carlsbad California in dense urban areas with significant traffic restrictions. Paul has also installed over 2,200 If of 24" to 48" conventional, hand dig and pilot tube jack and bore tunnel projects under interstate highways, railroads and canals. As founder of Valley CM, Paul is personally committed to the success of the City's projects and to remaining the construction manager for the complete duration of this contract. Paul's commitment to construction management results in an ever-growing experience and knowledge base that can assist the City in maximizing the success of the project. Lisa Craig, CCM, CWI will be the Construction Manager for the duration of the project. Lisa has over 22 years of experience with large and small diameter pipelines and heavy civil construction including 16 years of experience supervising crews as both a foreman and project manager. Her projects have included CIPP lining of 8"-12" sewer mains, over 1,000 lateral linings, open cut construction, jack & bore tunnels and drill and blast tunnels. She is very experienced in shaft construction (sheet pilings, beams and lagging, etc.) and dewatering. Lisa spent several years as the field superintendent for a dewatering and bypass-pumping contractor. This first-hand field knowledge will be invaluable and allows her to anticipate problems and the contractor's actions to minimize change orders and delays. Lisa is an AWS Certified Welding Inspector and A WW A & ABP A Certified Cross Connection Specialist. Frank Gomez will be the Resident Engineer/Inspector for the complete duration of the contract. Frank has over 17 years of experience in in the water and wastewater industry specializing in the construction of treatment pl~nts, pump stations and chemical systems. He has constructed over $50 million worth of projects and has extensive experience with water and wastewater projects including treatment facilities, pipelines, pump stations and reservoirs. Frank has significant experience in resident engineering services including RFI's, submittals and change order management. Having built numerous facilities, Frank understands the contractor's requirements to complete the job while maintaining the owner's best interest. 5. PROJECT APPROACH CM Philosophy Commitment Valley CM was founded solely to provide Construction Management and Inspection for water and wastewater project. By narrowing the focus of what we do, we are able to provide the highest level of service and knowledge for our clients. Our narrow focus allows Valley CM to realize significant economic advantages while maintaining a depth of specialized experience. This commitment is driven by Valley CM's founder's passion for the challenges of this type of work. Right Personnel The 1ight personnel are proactive, solutions oriented with significant and relevant project experience that are able to resolve issues at the lowest levels. Valley CM's core staff have significant contractor experience which aids tremendously in seeing the big picture, anticipating problems and keeping the project moving to successful completion. Valley CM firrnly believes that by bringing the contractor's perspective to the owner's side of the table, we can be a proactive participant in the project and anticipate and mitigate problems with the contractor. The right personnel are well managed by senior staff and sensitive to the need to have a seamless integration with the City staff. It is also imperative that the field inspectors have the proper tools and support required to complete the project. This includes a detailed Construction Management (CM) Manual which outlines in detail the administrative process to be used for the project and is updated to reflect the specific requirements of the project and owner. All field personnel have smart phones and laptop computer for constant access to all of the project documents. Project Advocate Valley CM is an advocate for the project. We are spending the public's money and the CM needs to ensure it is spent properly. Being an adversarial or pushover CM doesn't benefit anybody. Valley CM's collaborative approach will treat each stakeholder in a professional and consistent manner. Once the contractors know our expectations, see that the documents are being interpreted in a consistent manner, and that all stakeholders are being treated in a fair and equitable manner, they will respond in a like manner. This approach will create fewer problems in administering the project and has worked well on past projects. Setting the right tone at the beginning of the project can make or break the project. Valley CM has found that helping the contractor understand upfront exactly what the CM team expects of them pays dividends down the road. The contractor's superintendents and foreman typically do not review the plans and specifications until shortly before the project starts. 7 October 16, 2018 Item #5 Page 23 of 38 V V/\LLEY Proposal for CM & Inspection Services for Recycled Water Phase 111 Pipeline Expansion Segment 5 Project {city of Carlsbad Califo r nia We've found that by being proactive in assisting the contractor to understand the contract requirements up front, we develop a mutual respect with the contractor and a good working relationship. Public Relations Valley CM still recognizes that community relationships can be as important as the technical side of this project. We pride ourselves in being "good neighbors" in the community for all projects. Proactive communication with the affected public before, during and after the project can go a long way to contributing to the success of the project. It is Valley CM's policy to provide cell phone numbers (answered 24 hours/day) to the public to allow direct access to the project personnel who can answer questions or solve their field/construction problems quickly. Construction Management Techniques Project Planning Meeting (Mini-Partnering) Valley CM will also hold a Project Planning Meeting with the contractor prior to the pre-construction meeting. At this meeting, the CM and Contractor (including the foreman and estimator) review every page of the plans and specifications to flush out problems, discrepancies and also discuss the contractor's proposed plan to complete the project to foresee any problems. The contractor will be asked to bring their bid estimate to the meeting. Resolving issues at this time has saved other clients significant time and costs. This meeting also has the beneficial effect of becoming a meaningful partnering session without anybody realizing it. This is the first time all relevant parties are face to face to begin developing a collaborative working relationship. The contractor will see exactly how the CM interpret any issues they bring up. By responding in a fair and reasonable manner, the contractor will respond likewise and start the project with the correct tone and build collaboration. These meetings have lasted from a few hours to an entire week. Contractors often state they wish all their projects had these meetings. One of these meetings resulted in the discovery that half of the instrumentation drawings for a water treatment plant were missing from the bid set. The costs to correct this problem were significantly cheaper prior to construction. Discovering and solving problems prior to mobilization is significantly easier and often at reduced or no costs. Risk Management Change order management begins at the project planning meeting to flush out any problems and address them quickly and typically at a lesser cost than if encountered during construction. The contractor is also instructed of the proper procedure that must be followed for claiming a change condition during construction. During construction Valley CM's inspectors are trained to follow the proper procedures for documenting changed conditions. Quick response to a change condition is essential. Valley CM's contractor experience allows a thorough preliminary evaluation of all requested changes for appropriateness, cost-effectiveness, confirmation of entitlement and time impact prior to issuing it to the contractor a request for quotation. Valley CM typically prepares an independent estimates and schedule impact analyses for larger proposed changes to be used as a baseline for negotiations. We maintain a fair and objective approach to negotiations and assure that appropriate changes are authorized in a timely manner. The money is the blood of this project and must be constantly monitored to ensure an efficient completion of the projects. RESOLVED DISPUTES DO NOT BECOME CLAIMS! Valley CM has litigation experience on both the owner's and contractor's side. This experience reinforces the key to successful claims management is to resolve them quickly and fairly. Valley CM settled a $1.IM delay claim due to significant design errors for $400K because it was settled quickly and reasonably. Scope of Work Valley CM has successful performed all of the items and provided the deliverables listed in the Scope Of Services (Exhibit "A") for this project. We have specialized experience in completing the required scope of services as follows Contract Administration and Communication Valley CM has extensive experience managing CM effort and supervision of inspection staff. Valley CM will provide weekly schedule updates to City staff as well as conversations and emails to alert City staff of any changes in schedule or potential change orders. Valley CM will present a monthly progress report to the City to provide a summary of the project for use by the City in presenting the project to other departments or the board. The report will outline in text, with supporting photo documentation, the progress of the project including financial status of the construction and CM contract, schedule status change order status and copies of all project logs (RFI' s, submittals, change orders, correspondence, etc). Requests for Information (RFI's) 8 October 16, 2018 Item #5 Page 24 of 38 V V/\LLEY Con~r, llCUon Mc1n.-Jgemenl Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project {"city of Carlsbad Ca l ifornia ' Valley CM will manage contractor requests for information (RFI's) during construction. The status of RFI's will be accounted for in the RFI log. Valley CM believes that RFl's should be processed at the lowest level possible. RFI's will be reviewing and a response drafted for City review. If required, Valley CM will forward to the Designer for further review. Valley CM will respond to RFI's typically in less than working 2 days. Shop Drawings & Submittal Reviews Valley CM will log in, track, process, and review submittals, plans, profiles and shop drawings. Valley CM will review each submittal for completeness and compliance with all contract requirements. Submittals such as pipe material, fittings, etc. can be reviewed and approved by Valley CM with any deviations sent to the Designer for approval if the City requires. All submittals will be tracked on the submittal log and be converted to PDF format and stored in the projects document control system. Construction Progress Meetings Valley CM will coordinate with the City, contractor and appropriate Agencies and chair all meetings. Valley CM has standard agendas for the preconstruction meeting and progress meeting that will be modified for this contract. Valley CM will hold bi-weekly progress meetings with the contractor and their appropriate subcontractors to review construction progress. We will keep minutes of the meetings, assigning action items, responsibilities, and documenting project trends. Minutes will be distributed within 2 days of the progress meeting. Meetings will include reviewing the contractor's three-week look ahead schedule (including shutdown and tie-in work), submittals and RPI/design clarification status, potential change orders and change orders, delays and potential claims, construction problem resolution and public outreach issues. Minutes will include a copy of the latest submittal, RFI and change order logs. Schedule Review Valley CM's team will review the contractor's baseline Critical Path Method (CPM) schedule to ensure that the sequencing and durations reflect a true representation of the construction. We will check the logic network and the activity input durations and precedents for reasonableness of the sequence and duration of the activities. Specified construction sequencing, shutdown and scheduling constraints, interfacing with adjacent contracts, as well as all submittals, procurement, construction, shutdowns and tie-ins and closeout actives that are included for work will be confirmed. Valley CM will also perform detailed reviews of the contractor's monthly schedule update to ensure that actual work progress based upon their records is properly incorporated, including the impacts of any change order work. Valley CM will also maintain its own "As-Built" schedule for verifying the contractor's schedule. Valley CM will require the contractor to prepare a recovery schedule when any critical path falls significantly behind schedule and will monitor its effectiveness in restoring the schedule. Valley CM will also review the weekly 3-week look-ahead schedule against the current approved schedule to determine if the project is slipping behind schedule. It is easier to correct smaller delays discovered on a weekly basis than a larger delay on a monthly basis. Contractors prefer to make smaller adjustments to the schedule on a weekly basis to rectify delays. Progress Payment Application Valley CM will review the contractor's Schedule of Values to ensure it represents an appropriate detailed cost breakdown for each lump sum item as required by the contract. Valley CM will review the monthly Progress Payment Request to ensure it represent the actual work completed that month and provide a recommendation to the City for payment. Valley CM will maintain red-line markups of the contract drawings showing all change order items and RFls/design clarifications, as well as other information regarding underground utilities and information useful to the City for future maintenance and construction. Valley CM will review the contractor's set of marked up drawings to verify completeness prior to processing the monthly pay estimate. Change Orders and Claims Valley CM will manage the change order process to help obtain a fair and reasonable price for legitimate extra work items. Valley CM will request and log change order (extra work) quotations as requested by the City or contractor and will coordinate the preparation of any revised specifications and/or sketches needed to define the scope of the extra work. In each case, until a potential extra work item is confirmed and executed as a change order ( or is dropped), it will be assigned a potential change order (PCO) number to facilitate tracking and filing. In this manner, several potential change orders can subsequently be incorporated into a single contract change order. Change order work performed on a time-and-materials basis will be verified daily. Valley CM will enter the change order work activities into the CPM schedule to verify requested time extensions impacts accompanying the change order. A detailed change order cost estimate with which to compare and negotiate the contractor's cost quotation will be prepared for larger change orders. Valley CM will then 9 October 16, 2018 Item #5 Page 25 of 38 V/\LLEY tnn~tn1cuon M.:.111.Jqement Proposal for CM & Inspection Services for Recycled Water Phase 111 Pipeline Expansion Segment 5 Project {city of Carlsbad Cal i fo r nia recommend acceptance or rejection of the terms of the change order to the City. If the change order is accepted, Valley CM will prepare the document for signature. Ifthere is disputed extra work, Valley CM will work with the City and contractor until the item has been satisfactorily resolved. If it is not resolved, Valley CM will track the item as a potential claim. Change order status will be included in the monthly status report. Valley CM will take the lead in the resolution of any contract claims for this project during the construction contract period. We will keep current logs of Notice of Potential Claims and will prepare documents and supporting evidence regarding claims. Information on each individual Notice of Potential Claim will be kept separately in the project files. Valley CM will provide complete documentation, a claims response strategy, and cost analysis for the City review. However, it is Valley CM's intent to resolve claims and disputed work quickly and fairly as our experience has proven this typically results in the lowest cost to the City. Based on past experience, resolved issues don't' become claims! Project Closeout Project closeout can often be an overlooked item on the project. Valley CM believe that a successful closeout starts at the beginning of the project by explaining to the contractor what will be required and reminding them as the project progresses. Valley CM typically prepares an ongoing punch list to allow the contractor to complete these items as the work progresses instead of waiting to the end. We also require O&M manuals early to allow enough time for review by Operations. Redlines are reviewed on a monthly basis as a perquisite for processing the progress payment so the accuracy is maintained throughout the project and we are not trying to recreate it at the end. Administration and Record Keeping Valley CM utilizes Smartsheet, a cloud-based project management software program. All project documents (submittals, RFI's, meeting minutes, progress payments, etc.) are transmitted, logged and shared electronically utilizing this cloud- based system. Each user (City, Contractor and Valley CM) has separate login credentials that allows easy tracking of all use and restricted access to specific areas as needed. A dependable and simple document control system is the key to managing claims. At the end of the project, a thumb drive with all the electronic copies will be turned over to the City Field Observation/Inspection Valley CM will provide full-time inspection services to monitor the contractor's work for contract compliance during construction. Valley CM's inspector will document the contractor's daily work activities and compliance with all City and Agency standard specifications for utility materials and installation procedures through preparation of daily construction reports and logs. Hard copies of the daily construction reports and logs will also be maintained at Valley CM's office and converted to PDF format and uploaded to the document control site on a regular basis. Logs will include verbal, electronic and telephone conversations, material certification for compliance with the contract, compaction results, pipe testing result, reinforced concrete inspection, concrete strength testing and coordination and verification of all 3rd part quality control testing. For this project, the yd party QC consultant will be provided and paid for by the City with coordination required by Valley CM. Deficient work will be identified, tracked, and corrected using advisory notices and non-conformance reporting systems. Any damage to private or public property will be tracked, resolved, and reported in a timely manner. Compliance with all agency encroachment and other permits will be monitored and reported. All materials will be verified and documented for compliance with plans, specifications and approved submittals. Valley CM will perform a final project walkthrough with the City and contractor to prepare the final punch list. Any items remaining from preliminary punch lists and logs of nonconforming work will be added. Items from the post-construction conditions survey will be added and both the contractor and Valley CM will sign off on the completion of each punch list item. Daily Inspection Reports. Valley CM utilized Note Vault software for preparation of our daily reports. Note Vault is a software app that allows Lisa to speak his notes regarding the description of the current activities. Photographs can be tagged to each specific note entry. The voice notes are then transcribed, and the daily report is automatically generated and emailed to Lisa for review on a daily basis. This application virtually eliminates the old, time consuming way of handwriting daily reports and allows for a more detailed and thorough daily report. The daily report automatically pulls the current, local weather three times during the day and also allows the easy input of labor and equipment used. The daily inspection reports can be emailed to the City and any other personnel on a daily basis. 10 October 16, 2018 Item #5 Page 26 of 38 V Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project (city of Carlsbad V/\LLEY C al ifo r ni a Photographs Digital photos and video records will be taken of work progress (and preconstruction conditions) to document the contractor's work. All photos will be annotated with key words for future searching and stored in electronic files. Drone photograph and videos will be taken of the project on a regular basis. Proiect Issues (The really important stuff!) Valley CM staff have reviewed the plans and specification and driven the project. The following items summarize key project issues to make this project a success. • PUBLIC RELATIONS. The work on this project will affect a tremendously dense, urban environment that has been subject to various construction projects (public works and private development) in the same general area for several years. While Valley CM will work hand-in-hand with the contractor to minimize the impact of the physical construction, the public will still be inconvenienced. Valley CM's goal is to minimize this construction inconvenience by implementing an aggressive public relations program. This program will ensure all directly affected parties (especially the HOA residents) have immediate access to the current project information and current schedule. Providing detailed and accurate schedule information will allow the public to plan for the disruption and to minimize the impact on their daily lives. o City of Carlsbad Website. The City's website lists project currently under construction. (http://www.carlsbadca.gov/residents/construction.asp ). Valley CM will make sure this project is listed separately and provide updated information on a weekly basis to the City, so residents have accurate information when accessing the website. This information will include an overall site map that lists the areas affected by construction, so the public can plan their routes accordingly. o City of Carlsbad Streets Division Phone Calls. The City's website directs residents to call the City Streets Division (760-434-2980) with Construction Complaints on public streets. Valley CM will ensure the person(s) answering this phone has the latest information regarding the project so they can answer their questions. Valley CM will also provide a contact list of project staff, so Streets Division can provide the public with these phone numbers if they have additional questions. Valley CM will also ensure that the Streets Division has a weekly, updated location map for all work that can also be emailed to the residents if requested. Valley CM will follow up weekly with Streets Division to log all calls made regarding this project. o Homeowner's Associations (HOA). The project includes work at the Flower Fields Apartments and Carlsbad Palisades. These HOA's have very narrow streets and the work will severely impact these residents. Valley CM will meet with each HOA immediately after the approval of the baseline schedule to discuss the work and approximate time frame. We will discuss the scope of work (including final paving), schedule of work, daily work hours, limits of work, noise, trash pickup, parking impacts, etc. so the HOA can broadcast this information to the residents with plenty of advance notice of the work and a clear idea of the level of impacts it will have. o Businesses on El Camino Real. The intersection of El Camion Real and Marron Road has a large business presence that has been affected by various construction projects over the last several years. Additionally, business tend to quickly voice their concerns and complaints to the City when construction affects their businesses. Valley CM staff will meet with the property managers for The Shoppes at Carlsbad, the Carlsbad Plaza South Shopping Center and Carlsbad Plaza (CVSNons Center). Valley CM will meet with each property manager immediately after the approval of the baseline schedule to discuss the work and approximate time frame. We will discuss the scope of work (including final paving), schedule of work, daily work hours, limits of work, noise, trash pickup, parking impacts, etc. so the property manager can broadcast this information to the business with plenty of advance notice of the work and a clear idea of the level of impacts it will have. Valley CM will also meet with individual business owners and/or managers as needed throughout the project. • SCHEDULE. A thorough and detailed baseline schedule will be one of the main keys to the success of the project. Specification Section 6.1.2. l O states that the Notice to Proceed will NOT be issued until the baseline schedule is approved. This forces the contractor to provide a thought out and clear plan for constructing the project BEFORE works starts. Contractors will often be in a hurry to start the work and not provide the proper level of planning that the project requires to minimize impacts to the public. Valley CM's staff (who all have significant contractor experience) will provide a detailed and thorough review of the baseline schedule. We will 11 October 16, 2018 Item #5 Page 27 of 38 V V/\LLEY C ons.l I uc11w 1 Mc.1n<1gcn1r~nt Proposal for CM & Inspection Services for Recycled Water Phase 111 Pipeline Expansion Segment 5 Project {'city of Carlsbad Cal i fornia ensure the ORDER OF WORK requirements of 6-2.1 are incorporated, and more importantly, the activities and durations of the work reflects an accurate and realistic description of how the work will actually be constructed and how long it will take. By conditioning the issuance of the NTP upon approval, not just submission, of a baseline schedule, the contractor will be forced to thoroughly think through the sequence of the entire project (Potholing 4 weeks prior to pipe installation, expediting "<ork in the HOA's, El Camino Real, Environmental Sensitive Areas, maximum 500LF trench open, etc.) and set the project up for success. The project specifications also predicates monthly progress payments with an approved, monthly schedule update. This forces the contractor to continually update the schedule in a clear, concise and accurate manner throughout the entire project. Valley CM will provide a thorough review of each monthly schedule update to ensure it reflect the actual progress of the project. o Flower Fields HOA. This location has narrow roadways and over 112 apartments with almost 300 residents. Specific care must be taken to address ingress/egress during construction along with trash service. Valley CM will ensure the contractor has a clear and workable plan for this area which is communicated well in advance to the HOA and residents. The photo on the right shows the narrow roadways where the new RW water line will be installed. o Carlsbad Palisades HOA. This location is a collection of townhomes with separate garages for each townhome. There is limited open parking. Specific care must be taken to address ingress/egress during construction along with trash service. Valley CM will ensure the contractor has a clear and workable plan for this area which is communicated well in advance to the HOA and residents. The photo on the right shows the narrow roadways where the new RW water line will be installed. • TRAFFIC CONTROL/WORK HOURS. The project plans provide traffic control plans for the major arterial streets. However, the contractor will still be required to provide traffic control plans for review and approval for several of the residential and non-arterial streets. Changeable Message Boards (CMB's) should be required to be posted 7-10 days prior to any work on El Camino Real, Cannon Rd, Marron Rd and Tamarack Avenue. This will provide notification to the traveling public of the upcoming work so alternative arrangements can be made to minimize disruption. o The traffic control plans for several locations on El Camion Real offers the contractor the option of working 8:30am-3 :30pm OR night work 10pm-5am. Valley CM recommends specifying night work only for El Camino Real North of Marron and work on Marron that affects access to the Shoppes at Carlsbad mall. Night work presents unique safety and logistic challenges when the night work is only for a small portion of the project. o Night work typically generators noise complaints due to the equipment back-up alarm. Cal-OSHA regulation require the back-up alarms be audible from 200ft behind the vehicle so muffling or lowering the volume can possibly violate this regulation. However, there are new Cal-OSHA approved back- up alarms that utilize "white noise" frequency sound instead of the tonal "beep-beep" sound. Brigade Electronic manufactures the BBS-TEK White Sound Alarm. The "white noise" sound dramatically reduces the noise to the surrounding community while maintaining a safe environment for the workers. Olivenhain Municipal Water District has implemented the "white noise" backup alarms with much success on several of their vehicles over the last year. However, the noise generated by saw cutting can be mitigated by modifying the specifications to requiring the contractor to remove the asphalt by use of a "zipper" type grinder. While still noisy, it is significantly quieter than saw cutting and more tolerable by the public. 12 October 16, 2018 Item #5 Page 28 of 38 V V/\LLEY Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project {"city of Carlsbad c.onst·rl1rt1011 MdfMc.Jenu?nt C al i fornia o Kelly Elementary School is located at the south end of Kelly Drive at Park Drive. The work in the area will need to be restricted to summer when school is not in session as the driveway entrance to the school is located on Kelly Drive. o Traffic Control Plan Sheet TC-33 calls the closure of westbound Cannon to accommodate the proposed bore pit under the NCTD tracks with an accompanying detour south to Palomar Airport Rd and then north on Avenida Encinas. Sheet TC-33 shows work hours of 8:30am-3pm, however jack and bore operations require 24/7 traffic control for the duration of the tunneling due to the native of this type of construction. Based on field review for the location, there does not appear to be a safe alternative to allow through traffic without significant realignment of the RW main. This is impractical due to the number of existing utilities in this area. Valley CM recommends revising the traffic control plans for this location to accommodate 24/7 traffic control and require the contractor to complete this work with definitive time restrictions to minimize the impact of this detour to the traveling public. A significant number of cars use this road for access to southbound I-5 each morning and there will be initial complaints when this detour is implement. CMB' s should be posted a minimum of 2 weeks prior to this closure to maximize notice to drivers using this route. o Traffic Control Plan Sheet TC-56 calls for the complete closure of Northbound Pontiac Drive during installation of the RW water main along Tamarack A venue and requires a significant detour for access to this area. Valley CM recommends modifying the traffic control plans for this area to only allow for half of Pontiac Drive to be closed at a time, allowing through traffic and eliminating the detour. This will significantly reduce the burden of a significant detour on the residents in this area. • TECHNICALISSUES o Cannon Road (Sheet C-8). The 54-inch desalinization pipeline was installed via tunnel at this location and there is likely the remainder of the beam and plate shoring used for the pit directly in the pipeline alignment. Valley CM has confirmed that beam and plate shoring was used in this location. Typically only the top 5' of the beams and plates are removed and the remainder left in place when complete. Additional potholing should be required in this location to determine if there is any obstruction. 1"=4' I U.i ____ I o Flower Field Apartments. ' SEE ENLARGED PLAN 0 { I APPOX De.sat Pip,;llnsc 1eceMng·plt • There are several fire hydrants visible at the site that are NOT shown on the plans to be reconnected. The plans should be modified to reconnect all fire hydrants as the existing 8-inch water line is being abandoned during this work. • The paving requirements for this area omits a small section of roadway that doesn't have pipeline replacement. This area should be included in the overall paving requirements as the entire remainder of the roadways will be repaved. 13 October 16, 2018 Item #5 Page 29 of 38 V VALLEY (Oll':'it"ftlEl"IOl1 Mdlld(JCl"llf!nl Proposal for CM & Inspection Services for Recycled Water Phase III Pipeline Expansion Segment 5 Project {city of Carlsbad Californ i a o Tamarack Slurry Seal. Tamarack Ave. appear to have recently been slurry sealed and full width slurry seal should be required in the bid in this area to maintain the City's pavement management plan. o Lump Sum Bid Items. The pipeline installation bid items are all currently lump sum bid items. Valley CM recommends changing these to a LF bid item to more easily accommodate additions/deduction of the actual pipeline quantity. o Equipment Storage. Specification Section 7-10.2 restricts the contractor for excessive use of the public street for equipment storage. Valley CM will ensure this requirement is enforces to minimize impact to the public during the work o Recycled Water Separation Guidelines. The State Water Resources Control Board issued new guidance for Separation of Water Mains and Non-Potable Pipelines on December 14, 2017. This guidance letter supersedes Guidance Memo 2003-02, dated October 15, 2003. Valley CM will ensure the project is constructed within these guidelines when any redesigns of the pipeline are required due to utility conflicts. Both Paul Mochel and Lisa Craig are certified Cross Connection Specialists and performed this work on the OMWD Village Park Recycled Water Project. 6. SCHEDULE All staff listed in this proposal are available for the complete duration of the project. 7. REFERENCES Valley CM encourages you to call any of the references in the Project Experience section of this proposal. 14 October 16, 2018 Item #5 Page 30 of 38 V/\LLEY Construction Management Paul Mochel, PE, CCM, CWI Project Executive Paul has over 25 years of experience in construction management as both an owner's representative and a general contractor. He has constructed over$ I 50 million worth of projects and has extensive experience with water and wastewater projects including treatment facilities, pipelines, pump stations and reservoirs. Paul has supervised the construction of treatment facilities ranging from .5 MGD to 32 MGD and the installation of over 125,000 linear feet water and wastewater gravity and pressure pipelines through open cut construction, microtunneling, jack & bore, drill & blast tunnel, pipe bursting, CIPP lining and spiral wound PVC lining. Having been both an inspector and contractor, Paul understands the contractor's requirements to complete the job while maintaining the owner's best interest. Pipelines Village Park Recycled Water Project ($8.2 Million): Construction Manager for the installation of7 miles of 4-inch through 12-inch C900 PVC recycled water main in the Village Park area of Encinitas. The project also includes the installation of an EFI pre-packaged pump station. Extensive coordination was required with the City of Encinitas and public as the project is located in a densely residential area. Pipeline redesigns required compliance with DHS separation guidelines for tertiary treated recycled water lines. Night work was required in several locations. Encinitas, California. Unit AA Phase 1 & Phase 2 ($12.1 Million-Phase 1, $4.2 Million-Phase 2): Construction Manager for these concurrent projects. Phase 1 includes 16,000 LF of 48" steel pipe with polyurethane coating installed via open trench through heavily traveled 2-lane roads, environmentally sensitive land inside only a 20' wide easement and 300LF installed through a drill and blast rock tunnel underneath Escondido Creek. Phase 2 included the connection of the AA pipeline at each end to the San Diego County Water Authority Pipeline 5 and Flow Control Facility OV- 8. The Pipeline 5 connection required the installation of a l 08" x 48" tee that had to be installed during a IO-day shutdown window. San Marcos Interceptor Phase 1 ($4.2 Million): Construction Manager for the installation of 3,000 LF of 36" Hobas (FRP) pipe via open trench up to depth s of 25' below grade immediately adjacent to the San Marcos Creek as well as through the parking lots of several high profile businesses. The project required extensive dewatering and sewer bypassing for this trunk sewer replacement. The project also includes microtunneling drives under several homes and under State Route 78, which required Caltrans coordination. San Marcos, California. Sewer CIPP Rehabilitation ($5.5 Million): Construction Manager for the installation of over 20 miles of Cured In Place Pipe (CIPP) sewer main rehabilitation (8"-12" diameter). The project includes over 450 separate locations, each of which required proper notification, traffic control, sewer bypass and inspection. The work also included over 1,900 sewer lateral service connections via brim style "Top Hat's" and 270-degree full wrap SLB seal. Vista, CA Sewer CIPP Rehabilitation-Phase 1 & 2 ($6.5 Million): Construction Manager for the installation of over 30 miles of Cured In Place Pipe (CIPP) sewer main rehabilitation (8"-18" diameter). The project includes over 650 separate locations, each of which required proper notification, traffic control, sewer bypass and inspection. The work also included over 3,000LF of open cut sewer replacement and over 200 manhole rehabilitations. South Pasadena, CA Education B.S., General Engineering, University of Illinois-Urbana 1990 Registrations/licenses Professional Engineer California C-68833 Certifications Construction Management Association of America - Certified Construction Manager (CCM) American Welding Society- Certified Welding Inspector (CWI) #09020901 Certified Public Infrastructure Inspector-CPII (APWA) Certified Cured-In-Place Pipe (CIPP) lnspector-NASSCO California Contractor's License- General Engineering A/B-99513 Backflow Tester (A WW A & ABPA) Cross-Connection Specialist (AWWA&APWA) Professional affiliations American Society of Civil Engineers Construction Management Association of America -Past President America Public Works Association (APWA)-Subject Matter Expert for the Certified Public Infrastructure Inspector Exam (2013) October 16, 2018 Item #5 Page 31 of 38 V/\.LLEY const..-ur.Uon Management Lisa Craig, CCM, CWI Construction Manager Lisa has over 25 years of construction field experience working for an underground pipeline and heavy civil contractors including 16 years experience supervising field crews. Her projects have included open cut gravity and pressure pipeline construction, jack & bore and drill & blast tunnels, microtunneling, CIPP sewer lining as well as pump/lift station construction and water treatment projects for public and private clients. She has extensive experience in estimating, cost analysis and project controls. Her experience working as a general contractor from the laborer level to project manager allows Lisa to anticipate problems and the contractor's actions to minimize change or-ders and delays. She spent several years as a field superintendent for a dewatering and bypass-pumping contractor and brings this relevant and applicable experience to her projects. Home Gardens Well Collection Pipeline ($6.2 Million). Construction Manager for the installation of 3, I 00 LF of 24-inch DI Pipe, 8,400 LF of 20-inch DI Pipe and 2,500 LF of 16-inch DI pipe to connect an existing well to the City's new ION Exchange plant and to the existing city pipe line. There were jack and bore tunnels under BNSF Railroad and one under Temescal Concrete Lined Wash. The project was very challenging due to the soil conditions. Most of the project is in a river wash so the ground was very sandy and difficult to shore. We also encountered soils conditions of very large boulders and solid rock. The project was constructed during day and night shift's across multiple jurisdictions (City Of Corona, CALTRANS, Riverside County and Home Gardens). The project came in on time and under budget. -Corona, CA. Village Park Recycled Water Project ($8.2 Million): Inspector for the installation of 7 miles of 4-inch through 12-inch C900 PVC recycled water main in the Village Park area of Encinitas. The project also includes the installation of an EFI pre-packaged pump station. Extensive coordination was required with the City of Encinitas and public as the project is located in a densely residential area. Pipeline redesigns required compliance with DHS separation guidelines for tertiary treated recycled water lines. Night work was required in several locations. Encinitas, California. Unit AA Phase 1 & Phase 2 ($12 Million-Phase 1, $4 Million-Phase 2): Resident Engineer/Welding Inspector the installation of 16,000 LF of 48" steel pipe with polyurethane coating installed via open trench through heavily traveled 2-lane roads, environmentally sensitive land inside only a 20' wide easement and 300LF installed through a drill and blast rock tunnel underneath Escondido Creek. The project also included the installation of a 108" x 48" tee that had to be installed during a 10-day shutdown window. This required the contractor to work 24/7 during this time to ensure completion within the 10-day window and utilized over 2,000 man-hours in 1 week. The Flow Control Facility OV-8 connection included the installation of 36" Plunger and Ball Valves as well as a venturi flow meter. Escondido, California. City of Pomona Sewer & Water Replacement ($8 Million Total)): Resident Engineer for the replacement of 10,000 LF of 8"-12" sewer mains and 5,000 LF of 10" water lines in heavily residential areas with 1 contractor working under 2 separate contracts operating concurrently. Pomona, California. Lacosta Town Center 18" Water Relocation ($1.5 Million): Resident Engineer for the new installation of 18" CMLC steel water line required during the construction of a new commercial development. The project also required the installation of a 12" CMLC hi-line for 2 months during the project. This work required close coordination with the developer, contractor and water district staff who would eventually take ownership of the new pipeline. Carls bad, CA Certifications Construction Management Association of America -Certified Construction Manager (CCM #6350) American Welding Society - Certified Welding Inspector (CWI) #09020901 Certified Public Infrastructure Inspector-CPU (APW A) Certified Cured-In-Place Pipe Inspector-NASSCO (National Association of Sewer Service Companies) Certified Water Distribution Operator-DI (California Department of Public Health) Certified Backflow Tester (A WWA and ABPA) Certified Recycled Water Cross Connection Specialist (A WWA and ABPA) Professional affiliations Construction Management Association of America American Water Works Association (AWWA) October 16, 2018 Item #5 Page 32 of 38 V V/\LLEY Cnnc:;.I n irHon M,1naqP.1 nP.nl Frank Gomez Inspector Frank has over 17 years of experience in in the water and wastewater industry specializing in the construction of treatment plants, pump stations and chemical systems. He has constructed over $50 million worth of projects and has extensive experience with water and wastewater projects including treatment facilities, pipelines, pump stations and reservoirs. Frank has significant experience in resident engineering services including RFl's, submittals and change order management. Having built numerous facilities , Frank understands the contractor's requirements to complete the job while maintaining the owner's best interest. Home Gardens Well Collection Pipeline Inspector for the installation 3,100 LF of 24-inch DI Pipe, 8,400 LF of 20-inch DI Pipe and 2,500 LF of 16-inch DI pipe to connect an existing well to the City's new ION Exchange plant and to the existing city pipe line. There were jack and bore tunnels under BNSF Railroad and one under Temescal Concrete Lined Wash. The project was very challenging due to the soil conditions. Most of the project is in a river wash so the ground was very sandy and difficult to shore. We also encountered soils conditions of very large boulders and solid rock. The project was constructed during day and night shift's across multiple jurisdictions (City Of Corona, CAL TRANS, Riverside County and Home Gardens) Rockhoff Pump Station Replacement Certifications Cal-OSHA 40 Hour Cal-OHSA HAZWOPER Competent Person Confined Space Professional affiliations Construction Management Association of America America Public Works Association (APW A) Resident Engineer for the construction of a pump station replacement project. The project is located on a small site and required the existing pump station to remain in service during the construction of the new pump station. The project included the removal and replacement of 1,000 LF of 12-inch PVC water main along a highly traveled street in Escondido and connection to the VID flume vault. The project included a pre-negotiated Grundfos booster pump skid package, a new CMU building, a new electrical room equipment, new I&C equipment, site grading, surge tanks, flow meter, standby generator and on and off-site pipeline improvements. Weese Filtration Plant Chemical System Upgrades and Media Replacement. Resident Engineer for the construction of a new chemical system for an operational plant. The project includes a new chemical containment structure, multiple chemical storage tanks, yard piping, mixing and pumping equipment, electrical, instrumentation and controls. The project requires the existing plant and existing chemical system to remain in service while constructing the new chemical system. The project also included the replacement of granular media for the plants 8 filter bays. This included removal of all sand, rock and anthracite, various repairs of the filter system while down and then placement and backwashing new sand, rock and anthracite. City of Oceanside. San Dieguito Pump Station. Project Superintendent for the construction of a new 15MGD raw water pump station that required keeping the existing pump station in service at all times. The project included a copper sulfate treatment system, new intake pipeline that required coordination with the Department of Dams, a new CMU building, new 480V electrical service, SCADA integration, surge tank replacement, various mechanical piping, vertical turbine pump installation, new MCC's, VFD's, HV AC, plumbing, electrical and instrumentation. Santa Fe Irrigation District Holtville Reservoir and Clarifiers with Sodium Hypochlorite Treatment System. Project superintendent for the construction of a new 2.4 MG steel reservoir with concrete foundation excavated, raw water ponds lined with HDPE liner and demolition of an existing 1.5 MG steel reservoir. The project also included the rehabilitation of an existing pump station wet well and piping, replacement of a bridge suspended water line, upgrade of chemical meter pumps for hypochlorite and installation of turbidity analyzers. City of Holtville Water Department Olympiad Pump Station and Sodium Hypochlorite Treatment System Project Superintendent for the construction of a new pump station with new CMU building with vertical turbine pumps, associated piping and electrical and controls system. The project also included a chemical skid with poly tank and metering pumps for hypochlorite dosing. October 16, 2018 Item #5 Page 33 of 38 May 11, 2018 ADDENDUM NO. 1 (-City of Carlsbad RE: CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE RECYCLED WATER PHASE III PIPELINE EXPANSION SEGMENT 5 PROJECT-RFQ18-420TRAN Please include the attached addendum in the Proposal submittal. This addendum--receipt acknowledged--must be included to your Proposal when your bid is submitted. U ) . T * · ,-, Uli-«f'::ft , ;f~.: . l J ~t_j_ Eleida Felix Yackel !/ Senior Contract Admini~trator I AC0DGE RECEIPT OF ADDENDUM NO. 1 fr ~ IUt Ffr6poser's Signature/ Public Works Contract Administration 1635 Faraday Avenue I Carlsbad, CA 92008 I 760-602-4677 t · 1; Ii I' October 16, 2018 Item #5 Page 34 of 38 CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE RECYCLED WATER PHASE Ill PIPELINE EXPANSION SEGMENT 5 PROJECT-RFQ18-420TRAN Addendum No. 1 From: Valerie Airey, Project Manager Phone: 760-602-2764 1635 Faraday Ave Carlsbad, CA 92008 No. of Pages: 1 (including this page) Date: May 11, 2018 Proposal Due Date: Remains the same -May 23, 2018 -4:00 P .M. NOTICE The following changes to the Request for Qualifications with Fee Proposal are hereby made effective as though originally issued with the solicitation. Proposers are reminded that all previous requirements to this solicitation remain in full force and effect. The following provides responses to inquiries and additional information for the referenced project. Proposer must acknowledge receipt of this Addendum on the Bid Form. Failure to do so may subject proposer to disqualification. Response to Inquiries: 1 Q. Will a cover and/or dividers be excluded from the 15-page maximum? 1A. Yes. 2Q. On RFQ page 9, under Payment, it states that, "the normal hourly rate charged to the City will include any additional costs the consulting firm may incur for overtime." Can you clarify if the labor rates submitted as part of the cost proposal should be a single rate inclusive of overtime or shown as separate regular and overtime rates. If only one inclusive rate is desired, can the City provide an approximate number of overtime and double-time hours anticipated for this project? 2A. Please show as separate rates. 3Q. Section 02223 identifies the contractor responsible for trench compaction testing and backfill testing, material testing for asphalt and concrete is normally handled through the City's on- call testing firm. Is this the preferred method or should the CM consultant Include an estimate for those services? For consistency, one alternative to consider is having the City provide a dollar amount that all firms use for the proposal. 3A. The City will be responsible for contracting with a testing firm. The selected consultant will be responsible for coordinating necessary testing inspections during construction. 40. The plans identify areas for culture monitoring. It was unclear who will provide those services? The plans identify the City will provide a Biologist, we assume Carlsbad will provide those services and not the consultant? 4A. Correct. The city will provide cultural monitoring. October 16, 2018 Item #5 Page 35 of 38 CONTRACTOR'S STATEMENT COMPLIANCE WITH INSURANCE REQUIREMENTS (Please see Sample Contract, Section 11) The CONTRACTOR must attach either of the following items to this page, and submit with his/her proposal: 1) Certificates of insurance showing conformance with the City's contract insurance requirements herein for: e Comprehensive General Liability Insurance • Automobile Liability Insurance • Workers' Compensation and Employer's Liability Insurance • Errors and Omissions/ Professional Liability Insurance OR 2) Statement with an insurance carrier's notarized signature stating that the carrier can, and upon payment of fees and/or premiums by the CONTRACTOR, will issue to the CONTRACTOR policies of insurance for Comprehensive General Liability, Automobile Liability, Workers' Compensation and Employer's Liability in conformance with the requirements herein and Certificates of Insurance to the City showing conformance with the requirements herein. All certificates of insurance and statements of willingness to issue insurance for auto policies offered to meet the specification of this contract must: 1) Meet the conditions stated in the included contract for each insurance company that the CONTRACTOR proposes. 2) Cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. Within twenty (20) calendar days after City's notification of award of contract to CONTRACTOR all required insurance documents must be submitted to the City's Purchasing Officer. CONTRACTOR's failure to provide the City-required insurance certificates showing specified coverage within this time frame may be cause for the contract award :~.,.~~cinded~i:/:he City's sole discretion. / / ~"'/ ,-1/' ~ l!cv L C<DNTRACTOl=t's Acknowledgement (signature) RFQ 18-420TRAN 8 of 19 October 16, 2018 Item #5 Page 36 of 38 V V/\LLEY Cons11uctlon Man<l(]Cmr.nt City of Carlsbad Recycled Water Phase Ill Pipeline Expansion Segment 5 Project Field §ta ff Resource Plan and Level Dr Effort (Hours Per Month) Based on Project Specification Schedule 24 Month Construction Duration Position Name ¾ Hours 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Hours Rate Total Project Executive Paul Mochel, PE, CCM 3% 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 8 192 I $155 I $29,760 Senior Construction Manaoer Lisa Craia, CCM 33% 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 88 138 138 2,212 I $145 I $320,740 Project Inspector Frank Gomez 64% 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 176 4,224 1 $130 I $549,120 66281 I $899,620 All costs are included in the hourly rate (auto, laptop, cell phone, etc.) Costs are based on a 24-month conslruction duration. lncreasesJdecreases in the duration will adjust the cost proportionalty. October 16, 2018 Item #5 Page 37 of 38 Task 1 1 .1 1.2 1.3 2 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 3 3.1 VALLEY CONSTRUCTION MANAGEMENT FEE SCHEDULE V V/\LLEY Construction Management City of Carlsbad Recycled Water Phase Ill Pipeline Expansion Segment 5 ESTIMATED STAFF HOURS FOR EACH TASK AND STAFF MEMBER Task Description Paul Mochel Lisa Craiq Principal Construction Manager PRECONSTRUCTION SERVICES Constructabilitv Review 0 0 Project Manaqement 0 0 Preconstruction Conference 4 12 Task 1 Total Hours 4 12 Hourly Rate $155 $145 Task 1 Total Cost $620 $1,740 CONSTRUCTION SERVICES Contract Administration 140 1500 Reports and Communications 0 140 Photo Documentation 0 20 Construction Proqress Meetinqs 24 60 Shop Drawinqs and Submittal Review 8 100 Plans and Specifications Interpretation 8 100 Construction Inspection Services 0 20 Proqress Payments 0 60 Contractor's Claims & Chanae Orders 8 40 Stormwater Inspection Services 0 40 Tak 2 Total Hours 188 2080 Hourly Rate $155 $145 Task 2 Total Cost $29,140 $301,600 PROJECT CLOSEOUT Closeout 0 120 Task 3 Total Hours 0 120 Hourly Rate $155 $145 Task 3 Total Cost $0 $17,400 PROJECT TOTAL HOURS 192 2212 Hourly Rate $155 $145 PROJECT TOTAL COST $29,760 $320,740 TOTAL COST Frank Gomez RE/Inspector 0 0 4 4 $130 $520 20 20 20 40 0 40 3900 60 20 40 4160 $130 $540,800 60 60 $130 $7,800 4224 $130 $549,120 $899,620 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/02/2018 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 CONTACT Albert Bermudez NAME: Webster Insurance Agency, Inc. PHONE 619 433-3801 I rie~ No): 619 741-1047 8315 La Mesa Blvd. rA/C No Ext': E-MAIL Albert@websterinsur.com La Mesa, CA 91942 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# License #: 0M08728 CRUM & FORSTER SPEC INS CO 44520 INSURER A: INSURED INSURER B: Wesco Insurance Comoanv 25011 VALLEY CONSTRUCTION MANAGEMENT 35076 3525 Del Mar Heights Rd INSURER C: STATE COMPENSATION INSURANCE FUND INSURER D: # 192 San Diego, CA 92130 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00000000-497900 REVISION NUMBER: 120 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF I POLICY EXP LTR TYPE OF INSURANCE ,.,~n .,.,n POLICY NUMBER (MM/DD/YYYYl, CMM/DD/YYYYl LIMITS A ~ COMMERCIAL GENERAL LIABILITY EPK-120191 11/24/2017 • 11/24/2018 EACH OCCURRENCE $ 1.000 000 D CLAIMS-MADE [x] OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50 000 ----------MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY ~ $ 1,000 000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000 000 Fl POLICY [x] mg: nLOC PRODUCTS -COMP/OP AGG $ 2, QQ()J)_QQ__ I -------- OTHER: i $ B AUTOMOBILE LIABILITY ! WPP1617691 00 03/18/2018 03/18/2019 COMBINED SINGLE LIMIT $ 1000000 (Ea accident) - _X 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) $ -~ DEDUCTIBLE $ $1000 A UMBRELLA LIAB ~ OCCUR I EFX-109441 11/24/2017 11/24/2018 EACH OCCURRENCE $ 4,000,000 ~ I X EXCESS LIAB CLAIMS-MADE I AGGREGATE $ 4,000,000 DED I I RETENTION$ $ C WORKERS COMPENSATION 9087247-2018 04/15/2018 1 04/15/2019 X ! ~-'ffrnTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE [i] N/A E. L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) _1=,L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A PROFESSIONAL EPK-120191 11/24/2017 11/24/2018 Per claim 1,000,000 A Professional EPK-120191 11/24/2017 11/24/2018 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AS PER CONTRACT 30 DAYS NOTICE OF CANCELLATION THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS RESPECTS OPERATIONS OF THE NAMED INSURED PERFORMED UNDER CONTRACT WITH THE CITY. CERTIFICATE HOLDER City of Carlsbad/CMWD 1200 CARLSBAD VILLAGE DRIVE. CARLSBAD, CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHOR~ REPRESENTATIVE / ?/\. .,,(.i!_-e.., (AAB © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by AAB on October 02, 2018 at 10:48AM / WPP1617691 00 03/18/2018 -03/18/2019 IL00171198 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declara- tions may cancel this policy by mailing or deli- vering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel- lation if we cancel for nonpayment of pre- mium; or b. 30 days before the effective date of cancel- lation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insureds last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- fective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be suffi- cient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time dur- ing the policy period and up to three years after- ward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance inspections, surveys, reports or rec- ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifica- tion, under state or municipal statutes, ordin- ances or regulations, of boilers, pressure ves- sels or elevators. E. Premiums The first Named Insured shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representa- tive. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. IL00171198 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 [J STATE -'-' -._• I ' -) •. I' JJ ' t. 'l -- 9087247-2018 04/15/2018 -04/15/2019 FUND WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE POLICY INTRODUCTION In return for the paymem of the premium and subject to all terms and conditions of this policy, we (the State Compensation Insurance fund) agree with you (the employer named in the Declarations) as follows: GENERAL SECTION A The Policy This policy includes the Declarations and all endorsements and schedules issued by us to be part of this policy and constitutes the entire contract of insurance. It is a contract of insurance between you and us. It is non-transferable. The only agreements relating to this insurance are stated in this policy. The terms of this policy may not be changed or waived except by endorsement issued by us to be part of this policy. You are responsible for telling us at once when the information contained in this policy is no longer accurate for your operations. No condition, provision, agreement or understanding not stated in this polk-y contract will affect any rights, duties or privileges in connection with this policy contract. 8. Who Is Insured You are insured for your liability to your employees if you arc the employer named in the Declarations, subject to the provisions of this pofa.-y. If the employer is a partnership, and if you are one of its named partners, you are immred but only in your capacity as an employer of the partnership's employees. This policy docs not insure the liability of any employer other than the employer named in the Declarations. C. Workers' Compensation Law Workers' compensation law means the Workers' Compensation Laws of the State of California. It includes any amendments to that law which arc in effect during the policy period. It does not include the provisions of :my law that provide non-occupational disability benefitc;. It docs not include the provision of any federal law. Pqel D. Locations This policy covers all of your California workplaces listed in the Declarations; and it covers all of your other California workplaces unless you have other insurance or are self-insured for such Gilifornia workplaces. E. Who Is Eligible To Receive Workers' Compensation Benefits Your employees (or in the event of their death, their dependents) are eligible for benefits under this policy, except that: 1. Employees who are covered for California workers' compensation benefits on a policy also affording comprehensive personal liability (CPL) insurance issued to you are not eligible for benefits under this policy. 2. Employees who are excluded under workers' compensation law are not eligible for benefits under this policy, unless they have been included in the Declarations or by endorsement. If you are named in the Declarations as an Individual Employer or a Husband and Wife Employer, either as individuals or a co-partnership, you are not eligible for benefits under this policy. PART ONE: WORKERS' COMPENSATION INSURANCE A How This Insurance Applies This workers' compensation insurance applies to bodily injury by accident or bodily injury by disease, including resulting death, subject to the following conditions: 1. Bodily injury by accident must occur during the policy period. 2. Bodily injury by disease must be caused or aggravated by the conditions of your employment. Your employee's exposure to those conditions causing or aggravating such bodily injury by disease must occur during the policy period. 8. We Will Pay We will pay promptly when due to those eligible under this policy the benefits required of you by the workers' compensation law. C. We Will Defend We have the right and duty to defend at our expense any claim or proceeding instituted against you before the Workers' Compensation Appeals Board for benefits payable by this workers' compensation insurance. We have the right to investigate and settle these claims or proceedings. We have no duty to defend any claim, proceeding or suit that is not covered by this workers' compensation insurance. We have no duty to defend any claim against you for the discharge, coercion, or discrimination against any employee in violation of the law. We may, at your request, defend you using our legal staff against a claim of serious and willful misconduct or for sanctions instituted before the Workers' Compensation Appeals Board. D. We Will Also Pay We will also pay the costs enumerated below, in addition to other amountc; payable under this workers' compen..ation insurance, as part of any claim or proceeding we defend before the Workers' Compensation Appeals Board: 1. reasonable expenses incurred at our request, hut not loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to twice the amount payable under this workers' compensation insurance; 3. litigation costs for which we are responsible; 4. interest on an award as required by law; and 5. expenses we incur. E. Other Insurance We will not pay more than our share of benefits and costs covered by this insurance and other insurance or self-insurance. All shares will be equal until the loss is paid. If any insurance or self-insurance is exhausted, the shares of all remaining insurance will be equal until the loss is paid. F. Payments You Must Make You are responsible for any payments in exce~ of the benefits regularly provided by the workers' compensation law including, but not limited to, those required because: 1. of your serious and willful misconduct; 2. you knowingly employ an employee in violation of law; 3. you foil to comply with a health or safety law or regulation; 4. you discharge, coerce or discriminate against any employee in violation of the law; 5. of injury to an employee under the minimum age specified in the workers' compensation law and illegally employed at the time of injury; P11• 2 6. of an increase in indemnity payments due to your failure to provide us with timely and proper notice required by law. We may seek reimbursement for any of these amountc; paid on your behalf; or 7. of sanctions imposed on you by the Workers' Compensation Appeals Board. G. Recovery From Others We may enforce your rights, and the rights of persons entitled to the benefits of this insurance, to recover our payments from anyone Ha hie for the injury. You will do everything necessary to protect those rights for us and to help us enforce them. H. Statutory Provisions These statements apply where they are reqnired by law: 1. As between an injured worker and us, we have notice of the injury when you have notice. 2. Your default or the bankruptcy or insolvency of you or your estate will not relieve U.'> of our duties under this insurance for an injury occurring while this policy is in force. 3. We are directly and primarily liable to any person entitled to the benefits payable by this insurance, subject to the provisions, conditions and limitations of this policy. 4. Jurisdiction over you is jurisdiction over us for purposes of the workers' compensation law. We are bound by decisions against you wider that law, subject to the provisions of this policy that are not in conflict with that law. 5. Terms of this insurance that conflict with the workers' compensation insurance law in effect during the policy period are changed by this statement to conform to that law. 6. Your employee has a first lien upon any amount which becomes owing to you by us on account of this policy, and in the case of your legal incapacity or inability to receive the money and pay it to the claimant, we will pay it directly to the claimant. Nothing in these paragraphs relieves you of your duties under this policy. PART TWO EMPLOYER'S LIABILITY INSURANCE A How This Insurance Applies This employer's liability insurance applies to bodily injury by accident or bodily injury by disease of an employee. Bodily injury means physical or mental injury, including resulting death. Bodily injury does not include emotional distress, anxiety, discomfort, inconvenience, depression, dissatisfaction or shock to the nervous system, unless caused by either a manifest physical injury or a disease with a physical dysfunction or condition resulting in treatment by a licensed physician or surgeon. Accident is defined as an event that is neither expected nor intended from the standpoint of the insured. 1. The bodily injury must arise out of and in the course of the injured employee's employment by you. 2. The employment must be neces.<iary or incidental to your work in California. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated hy the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. 5. If you are sued, the suit and any related legal action.'> for damages for bodily injury by accident or by disease mu.<it he brought under the laws of the State of California. B. We Will Pay We will pay all sums you legally must pay as damages because of bodily injury to your employees eligible for benefits under this policy, provided the bodily injury is covered by this employer's liability insurance. The damages we will pay, where recovery is permitted by California law, include damages: 1. for which you are liable to a third party hy reason of a claim or suit against you by that third party to recover the damages claimed against such third party as a result of injury to your employee; 2. for care and loss of services; and 3. for the consequential bodily injury that is covered hy this employer's liability insurance to a spouse, child, parent, brother or sister of the injured employee; provided that these damages are the direct consequence of bodily injury that arises out of and in the course of the injured employee's employment by you; and 4. because of bodily injury to your employee that arises out of and in the course of employment claimed against you in a capacity other than as employer. C. Exclusions This insurance does not cover: 1. liability assumed under a contract; 2. punitive or exemplary damages where insurance for such liability is prohibited by law or contrary to public policy; 3. damages or bodily injury to an employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your executive officers; 4. any obligation imposed by a workers' compensation, occupational disease, unemployment compensation or disability benefits law, the provisions of any federal law unles.,; endorsed on this policy or any similar law; 5. damages or bodily injury intentionally caused or aggravated by you; Pace 3 6. damages or bodily injury arising out of termination of employment; 7. damages or bodily injury arising out of coercion, criticism, demotion, evaluation, reassignment, discipline, defamation, harassment or humiliation of, or discrimination against any employee, or from any personnel practices, policies, acts or omissions; or 8. fines or penalties imposed for violation of any law. D. We Will Defend We have the right and duty to defend, at our expense, any claim, proceeding or snit again.~t you for damages payable by this employer's liability insurance. We have the right to investigate and settle these claims, proceedings and snits. We may use counsel of our choice. We have no duty to defend a claim, proceeding or suit that is not covered by this employer's liability insurance. We have no duty to defend or continue defending after we have paid our limit ofliabi.licy under this employer's liability insurance. E. We Will Also Pay We will also pay the costs enumerated below, in addition to other amounts payable under this employer's liability insurance, as part of any claim, proceeding or snit we defend: 1. reasonable expenses incurred at our request, but not loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to twice the limit of our liability under this employer's liability insurance; 3. litigation costs taxed agaim,t you; 4. interest on a judgment as required by law, and 5. expenses we incur. F. Other Insurance We will not pay more than our share of damages and costs covered by this employer's liability insurance and other insurance or self-insurance. Subject to any limits of liability that apply, all shares will be equal until the ·loss is paid. If any insurance or self-insurance is exhausted, the shares of all remaining insurance and self-insurance will be equal until the loss is paid. G. Limit Of Liability Our liability to pay for damages, including defense costs, is limited. Our limit of liability, including defense costs, is shown in the Declarations. It is the most we will pay for all damages covered by this employer's liability insurance because of bodily injury to one or more employees in any one accident or occurrence, or series of accidents or occurrences, arising out of any one event. We will not pay any claims for damages after we have paid the limit of our liability, including defense costs, under this insurance as explained above. H. Recovery From Others We may enforce your rights to recover our payment from anyone liable for an injury covered by this employer's liability insurance. You will do everything necessary to protect those rights for us and to help us enforce them. I. Actions Against Us There will he no right of action against us under this employer's liability insurance unless: 1. you have complied with all the terms of this policy; and 2. the amount you owe has been determined with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a defendant in an action against you to determine your liability. PART THREE. COVERAGE OUTSIDE OF CALIFORNIA Th.is coverage is identical to Pan One of this policy. [t applies to your employees who are hired in California and who are eligible for benefits wider this policy while they are temporarily working anywhere outside of California on a specific assignment. PART FOUR: YOUR DUTIES IF INJURY OCCURS Tell us at once if an injury occurs that may be covered by this policy. Your other duties are listed here: 1. Provide for immediate medical treannent and other services required by the workers' compensation law. 2. Give us or our representative the names and addresses of the injured persons and of witnesses, and other information we may need as required by California Workers' Compensation Law. 3. Promptly give us all notices, demands and legal papers related to the injury, claim, proceeding or suit. 4. Cooperate with us and assist us, as we may request, in the investigation, settlement or defense of any claim, proceeding or suit. 5. Do nothing after an injury occurs that would interfere with our right to recover from others. 6. Do not voluntarily make payments, assume obligations or incur expenses, except at your own cost. PART FIVE PREMIUM A Manuals All premium for this policy will be determined by our manuals of rules, rates, rating plans and classifications. We may change our manuals and apply the change.<; to this policy if authorized by law or a governmental agency regulating this workers' compensation insurance. 8. Classifications The Declarations show the rate and premium basis for certain business or work classifications. These classifications were assigned based on an estimate of the exposures yon would have during the policy period. If your actual exposures are not properly described by those classifications, we will assign proper classifications, rates and premium basis by endorsement to this policy. You are responsible for telling us at once of any change in classification. C. Premium Calculation Premium for each work classification is determined by multiplying a rate rimes a premium basis. Remuneration is the most common premium basis. This premium basis includes payroll and all other remuneration paid or payable during the policy period for the services of: 1. all your employees eligible for benefits under this policy while engaged in work covered by this policy; and 2. all other persons engaged in work that could make us liable under Part One of this policy. If you do not have payroll records for these persons, the contract price for their services and materials may he used as the premium basis. This paragraph will not apply if you give us proof that the employers of these persons lawfully secured their workers' compensation obligations. D Premium Payments You will pay all premium when due. E. Final Premium The premium shown on the Declarations, schedules and endorsements is an estimate. The final premium will be determined after this policy ends by using the actual premium basis and the proper classifications, rates and rating plans that lawfully apply to the business and work covered by this policy. If you do not provide us with the information necessary to determine the actual premiwn basis, the estimated premium will be used. If the final premium is more than the premium you paid to us, you must pay us the balance. If it is less, we will refund the balance to you. The final premiwn will not be less than the minimum premium for this policy. If this policy is cancelled, final premium will be determined in the following way unless our manuals provide otherwise: 1. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. final premiwn will not he less than the minimum premium if we cancel because you fail to comply with the terms and conditions of this policy in regard to payroll records or premium payments. 2. If you cancel, final premium will he more than pro rata: it will be based on the time this policy was in force, and increased by any short rate cancellation table and procedure in our manuals. F. Records You will keep records of information needed to compute premium. You will provide us with copies of those records when we ask for them. G.Audit You will let us examine and audit all your records that relate to this policy. TI1ese records include ledgers, journals, registers, vouchers, contracts, tax reports, payroll and disbursement records and programs for storing and retrieving data. We may conduct the audits during regular business hours during the policy period and within three years after the policy period ends. Information developed by audit will be used to determine final premium. The rating organization designated by the Insurance Commi<1sioner has the same right.'i we have under this provision. H. Rate Changes Premium may he subject to midterm adjustment, for the unexpired term of the policy, pursuant to the Insurance Commissioner's power to disapprove rates. PART SIX: CONDITIONS A. Inspection We have the right, but are not obliged, to inspect your workplaces at any reasonable time. Our inspections relate to the insurahility of the workplaces and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person to provide for the health or safety of your employees or the public. We do not warrant that your workplaces are safe or healthful or that they comply with laws, regulations, codes or standards. The rating organization designated by the Insurance Commissioner has the same rights we have under this provision. B. Long Term Policy If this policy is written for a period longer than one year, all the provisions of this policy shall apply separately to each consecutive twelve month period. If the first or last consecutive period is less than twelve months, the provisions of this policy shall apply as if a separate policy had been written for each consecutive period. Until your polky terminates, your deposit premium will be transferred to each consecutive policy period to act as a deposit as if a separate policy had been written. Pige S C. Transfer Of Your Rights And Duties Your right.., or duties under this policy may not he transferred without our written consent. If you die and we receive notice within thirty days after your death, we will cover your legal representative as insured. I D. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If certificates of insurance issued by us are in effect, your advance notice to us must be no less than the maximum number of days notice we have agreed to give any one certificate holder when the policy is cancelled. 2. We may cancel this policy for one or more of the following reasons: a. non-payment of premium; I h. failure to report payrol~ c.. failure to permit us to audit payroll as required by the terms of this policy or of a previous policy is.<iued by us; d. failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by us; e. material misrepresentation made by you or your agent; f. failure to cooperate with us in the investigation of a claim; g. failure to comply with federal or state safety orders; h. failure to comply with written recommendations of our designated loss control representatives; i. the occurrence of a material change in the ownership of your business; j. the occurrence of any change in your business or operations that materially increases the hazard for frequency or severity of loss; k. the occurrence of any change in your business or operations that requires additional or different classification for premium calculation; I. the occurrence of any change in your business or operations which contemplates an activity excluded bv our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in Item,; (a) through(£), we will give you 10 days advance written notice, stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in the Declarations will be sufficient to prove notice. 4. If we cancel your policy for any of the reasons listed in Items (g) through (I), we will give you 30 days advance written notice. Mailing that notice to you at your mailing address shown in the Declarations will be sufficient to prove notice. In the event of cancellation and reissuance of a policy effective upon a material change in ownership or operations, the notice will not be provided. 5. The policy period will end on the day and hour stated in the cancellation notice. 6. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with that law. E. Our Notice To You Mailing documents to you that relate to this policy at the mailing address shown in the Declarations will be sufficientto prove notice. F. Participating Provision-Dividends You will be entitled to participate in any dividend plan applicable to this policy which may be approved for distribution by our Board of Directors, with the following exceptions: You will not be allowed to participate if: 1. you fail to pay any part of the premium for this policy after we request payment in writing, or allow it to remain unpaid for 90 days after we mail a statement of premium to you at the mailing address shown in the Declarations; 2. you do not keep adequate records of information needed to compute premium, or do not provide them to us when we ask for them; or 3. we must bring suit against you to obtain the records necessary for us to compute premium or to enforce the collection of all or any part of the premium for this policy. Your participation will be according to the rules adopted by our Board of Directors. Under California law it is unlawful for an insurer to promise the future payment of dividends under an unexpired workers' compensation policy or to misrepresent the conditions for dividend payment. Dividends are payable only pursuant to conditions determined by our Board of Directors or other governing board following policy expiration. To be valid this policy must be signed by our President or Executive Vice President and countersigned by our authorized representative. Countersigned and fasued at San rrancisco, California. Kenneth R. Van Laar Authorized Representative Vernon Steiner President & CEO Pago 6 STATE: , ·-·· ~. .... -•J , ., -... ' . FUND " eFORM L (Rev. 12/14) Includes copyright material of the National Council on Compensation Insurance, used with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PROJECT OR PREMISES GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM SCHEDULE Designated Project Or Premises: Where required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. In consideration of the premium charged, it is hereby agreed that: A. For all sums which the insured becomes legally obligated to pay as "damages" caused by: 1. "Occurrences" under Section I -Coverage A -Bodily Injury And Property Damage Liability; 2. Medical expenses caused by accidents under Section I -Coverage C -Medical Payments; 3. "Pollution conditions" under Section I -Coverage D -Contractor's Pollution Liability; and 4. "Wrongful acts" under Section I -Coverage E -Errors And Omissions Liability; which can be attributed only to ongoing operations at a single designated project or premises shown in the above Schedule of this endorsement: I. A separate Designated Project or Premises General Aggregate Limit applies to each designated project or premises, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. II. The Designated Project or Premises General Aggregate Limit is the most we will pay for the sum of all: a. "Damages" under Coverage A, except for "damages" because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; b. Medical expenses under Coverage C regardless of the number of: (1) Insureds; (2) "Claims" made or "suits" brought; or (3) Persons or organizations making "claims" or bringing "suits"; c. "Damages" under Coverage D, except for "damages" because of "bodily injury", "property damage" or "clean-up costs" included in the "products-completed operations hazard"; and d. "Damages" under Coverage E. SPE0108-0115 Page 1 of3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMBER: EPK-120191 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 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 Organiza- tions Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured. Location s Of Covered O erations written contract. 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) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury'' or "property damage" occurring after: 1. All work, including materials, parts or equip- ment 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 in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 D POLICY NUMBER: EPK-120191 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 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 SCHEDULE Name Of Additional Insured Person(s) Or Organiza- tions Location And Description Of Completed O rations Any person or organization when you have agreed in writin in a contract or agreement that such person or organizatio be added as an Additional Insured for Completed Opera tions Cevera e. Where s ecified written contract. Information required to complete this Schedule, if not shoon above, will be shown in the Declarations. 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 1JVOrk" 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". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 D POLICY NUMBER: EPK-120191 COMMERCIAL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization when you have agreed in writing in a contract or agreement to waive your right of recovery against such person or organization. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV -COMMER- CIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or ''your 'WOrk'' done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0410 93 CopyriQht, Insurance Services Office, Inc., 1992 Page 1 of 1 D Policy# EPK-120191 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON CONTRIBUTORY INSURANCE ENDORSEMENT FOR SPECIFIED PROJECT This Endorsement shall not serve to increase our limits of insurance, as described in SECTION Ill -LIMITS OF INSURANCE. In consideration of the payment of premiums, it is hereby agreed as follows. Additional Insured s Any person or organization when you have agreed in riting in a contract or agreement that such person or organization be added as an Additional Insured on a rima and non contribute basis. Solely with respect to the specified project listed below and subject to all terms, conditions and exclusions of the policy, this insurance shall be considered primary to the Additional Insured listed,below if other valid and collectible insurance is available to the Additional Insured for a loss we cover for the Additional Insured under COVERAGE A. It is also agreed that any other insurance maintained by the additional insured shall be non-contributory. S ecified Pro· ect Wheres citied b written contract. All other terms, conditions and exclusions under the policy are applicable to this Endorsement and remain unchanged. CFENV 01 036 10 13 Includes copyrighted material of American Safety Indemnity Company with its permission Copyright© 2004 American Safety Indemnity Company Page 1 of 1 (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 "damages" to which this insurance may also apply. d. 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. 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, B, Dor E of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described inc. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or silT]ilar coverage for ''your work''; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to: (i) Section I -Coverage A -Bodily Injury And Property Damage Liability, 2. Exclusions, Exclusion g. Aircraft, Auto, Rall Or Watercraft; or (ii) Section I -Coverage D -Contractor's Pollution Liability, 2. Exclusions, Exclusion e. Aircraft, Auto, Rail Or Watercraft. (2) Any other primary insurance available to you covering liability for "damages" arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under Coverages A, B, Dor E 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 insureds 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. SPE0001-0115 Page 26 of 36 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 12. Multiple Coverages If one or more of the coverage sections (A, B, C, D or E) of this policy apply to an "occurrence", "pollution condition", "wrongful act'' or offense, or related "occurrences", "pollution conditions", "wrongful acts" or offenses, then Coverage A, Band C shall not apply to the same or related "occurrences", "pollution conditions", "wrongful acts" or offenses. If one or more coverage sections (A, B, C, D or E) of this policy, or any other policy issued to any insured by us, or by any of our affiliated companies, applies to the same or related "occurrences", "pollution conditions", "wrongful acts" or offenses, then the maximum limit of insurance under all such coverage sections shall not exceed the highest applicable limit of insurance available under any one applicable coverage section or policy, and the corresponding deductible for that coverage section shall apply. This condition does not apply to any insurance policy or coverage section issued by us, or an affiliated company, specifically to apply as excess insurance over such coverage section or policy. Subject to the terms, conditions and limits of insurance of individual coverage sections or policies, if we provide successive or overlapping coverage sections or policies that apply to more than one policy period, under no circumstances will we, or any affiliated company, be liable for coverage under more than one such coverage section or policy with respect to any continuous, progressive, repeated, intermittent or related "occurrence", "pollution condition", "wrongful act'' or offense. 13. Fraudulent Acts If the insured commits any act of fraud in proffering any "claim", this insurance shall become void from the date such fraudulent "claim" is proffered. 14. Assignment Of Interest Your rights and duties under this policy may not be transferred without our written consent, except in the case of death of an individual named insured. If any insured dies, that insured's rights and duties will be transferred to that insured's legal representative, but only while acting in the scope of duties as the legal representative. Until that insured's legal representative is appointed, any one having proper temporary custody or control of that insured's property will have that insured's rights and duties under this policy. Assignment of interest under this policy shall not bind us unless we agree and endorse the assignment onto this policy. 15. Cancellation And Nonrenewal The following provisions regarding cancellation and nonrenewal apply except to the extent that they, or any of them, are inconsistent with any applicable state laws or regulations applicable to surplus lines insurers, in which event, they will be deemed amended to be in conformity with such laws or regulations. a. This policy may be cancelled by the First Named Insured shown in the Declarations by surrender thereof to us or by mailing to us written notice stating when thereafter the cancellation shall be effective. b. We may cancel or nonrenew this policy by mailing a written notice to the First Named Insured shown in the Declarations at the address shown in the Declarations of this policy and: (1) Evidence of the mailing of notice of cancellation or nonrenewal shall be sufficient notice; and (2) The effective date of cancellation stated in such notice shall be deemed to constitute the end of the policy period; and (3) The effective date of cancellation shall be not less than: (a) Ten (10) days for non-payment of premium; or (b) Thirty (30) days for all other reasons, Following the mailing of such notice of cancellation to the First Named Insured shown in the Declarations. (4) Hand delivery of such written notice of cancellation or non-renewal, by us or by the First Named Insured shown in the Declarations, shall be the equivalent of mailing. (5) (6) If this policy is issued to comply with any law or regulation that requires notice of cancellation or nonrenewal to any governmental body, such cancellation or non-renewal shall not be effective until the required notice has been provided by you or us. c. This policy is subject to a 10% short rate penalty if you cancel the policy or if we cancel the policy for non- payment of premium. We will treat your failure to timely reimburse us for any deductible amount to constitute non-payment of premium. SPE0001-0115 Page 28 of36 Includes copyrighted material of Insurance Services Office, Inc. with its permission. d. If we cancel this policy for any reason other than non-payment of premium, we will return the pro rata amount of the unearned premium to the Named Insured shown in the Declarations. e. The applicable unearned premium, subject to paragraphs c. and d. above, shall be returned to the First Named Insured shown in the Declarations as soon as practicable following the effective date of cancellation. Premium adjustment may be made either at the time cancellation is effective or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of the effective date of cancellation. 16. Your Right To Claim And Occurrence Information Solely with respect to any Coverage Part provided on a claims-made and reported basis, we will provide the first Named Insured shown in the Declarations the following information relating to this and any preceding general liability claims-made Coverage Part we have issued to you during the previous three years: a. A list or other record of each "occurrence", not previously reported to any other insurer, of which we were notified in accordance with Paragraph 2.a. of this Section IV-Conditions. We will include the date and brief description of the "occurrence" if that information was in the notice we received. b. A summary by policy year, of payments made and amounts reserved, stated separately, under any applicable General Aggregate Limit and Products-Completed Operations Aggregate Limit. Amounts reserved are based on our judgment. They are subject to change and should not be regarded as ultimate settlement values. You must not disclose this information to any claimant or any claimant's representative without our consent. If we cancel or elect not to renew this Coverage Part, we will provide such information no later than 30 days before the date of policy termination. In other circumstances, we will provide this information only if we receive a written request from the first Named Insured within 60 days after the end of the policy period. In this case, we will provide this information within 45 days of receipt of the request. We compile claim and "occurrence" information for our own business purposes and exercise reasonable care in doing so. In providing this information to the first Named Insured, we make no representations or warranties to insureds, insurers, or others to whom this information is furnished by or on behalf of any insured. Cancellation or nonrenewal will be effective even if we inadvertently provide inaccurate information. SECTION V -EXTENDED REPORTING PERIODS Solely with respect to any Coverage Part provided on a claims-made and reported basis: 1.We will provide one or more Extended Reporting Periods, as described below, if: a. This Coverage Part is canceled or not renewed; or b. We renew or replace this Coverage Part with insurance that: (1) Has a Retroactive Date later than the date shown in the Declarations of this Coverage Part; or (2) Does not apply to "bodily injury", "property damage", "personal and advertising injury", "clean-up costs" or other "damages" on a claims-made basis. 2. Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply only to "claims" for: a. "Bodily injury", "property damage" or "clean-up costs" that occur before the end of the policy period but not before the Retroactive Date, if any, shown in the Declarations; b. "Personal and advertising injury" caused by an offense committed before the end of the policy period but not before the Retroactive Date, if any, shown in the Declarations; or b. "Damages" arising from a "wrongful act" committed before the end of the policy period but not before the Retroactive Date, if any, shown in the Declarations. SPE0001-0115 Page 29 of 36 Includes copyrighted material of Insurance Services Office, Inc. with its permission. ENDORSEMENT AGREEMENT STATE 1_( !"v1~~~':'.'IA[ ION r,...c;Lr(,i;.,NrE FUNO WAIVER OF SUBROGATION BLANKET BASIS 9087247-18 RENEWAL HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 15, 2018 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 15, 2019 AT 12.01 A.M. VALLEY CONSTRUCTION MANAGEMENT 3525 DEL MAR HEIGHTS ROAD, #192 SAN DIEGO, CA 92130 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHED'CJLE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIOM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION SP PAGE NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~!e-5C MARCH 26, 2018 tL~~ ,d/1~~~ PRESIDENT AND CEO SCIF FORM 10217 (REV.7-2014) 1 OF 1 2572 OLD OP 217 ENDORSEMENT AGREEMENT STATE L.OMPE-N::JAIION 1r,.J!'.;UQA.r-.JCE FUND WAIVER OF SUBROGATION BLANKET BASIS 9087247-18 RENEWAL HOME OFFICE SAN FRANCISCO EFFECTIVE APRIL 15, 2018 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME AND EXPIRING APRIL 15, 2019 AT 12.01 A.M. VALLEY CONSTRUCTION MANAGEMENT 3525 DEL MAR HEIGHTS ROAD, #192 SAN DIEGO, CA 92130 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION SP PAGE NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~;{.~ MARCH 26, 2018 Ii~~ .d/1:,~ PRESIDENT AND CEO SCIF FORM 10217 (REV.7-2014) 1 OF 1 2572 OLO OP 217 POLICY NUMBER: WPP1617691 00 COMMERCIAL AUTO CA990187 0715 This Endorsement Changes The Policy. Please Read It Carefully BUSINESS AUTO COVERAGE EXPANSION ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the COVERAGE FORM apply unless modified by the endorsement. A. Newly Acquired or Formed Organizations, Employee Hired Car Liability and Blanket Additional Insured Status for Certain Entities. Item 1. Who Is an Insured of Paragraph A. Coverage under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to add: d. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership of a majority interest (greater than 50%), will qualify as a Named Insured; however, (1) 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; (2) coverage does not apply to "bodily injury'', "property damage" or "covered pollution cost or expense" that results from an "accident" which occurred before you acquired or formed the organization; and (3) coverage does not apply if there is other similar insurance available to that organization, or if similar insurance would have been available but for its termination or the exhaustion of its limits of insurance. This insurance does not apply if coverage for the newly acquired or formed organization is excluded either by the provisions of this coverage form or by endorsement. e. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. f. Any person or organization you are required by written contract or agreement to name as an additional "insured", but only with respect to liability created in whole or in part by such agreement. B. Increase Of Loss Earnings Payment Subpart (4) of a. Supplementary Payments of Item 2. Coverage Extensions of Paragraph A. Coverage under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to read: (4) We will pay reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $1,000 per day because of time off from work. C. Fellow Employee Injured By Covered Auto You 0wn Or Hire Item 5. Fellow Employee of Paragraph B. Exclusions under SECTION II -COVERED AUTOS LIABILITY COVERAGE is amended to add: This exclusion does not apply if the "bodily injury'' results from the use of a covered "auto" you own or hire. Such coverage as is afforded by this provision is excess over any other collectible insurance. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 1 of 5 Used with permission D. Limited Automatic Towing Coverage Item 2. Towing, of Paragraph A. Coverage, under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to read: 2. Towing We will pay for towing and labor costs each time that a covered "auto" is disabled. All labor must be performed at the place of disablement of the covered "auto". a. The limit for towing and labor for each disablement is $500; b. No deductible applies to this cover- age. E. Item 3. Glass Breakage -Hitting A Bird Or Animal -Falling Objects or Missiles of Paragraph A. Coverage under SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to add: Glass Repair Coverage We will waive the Comprehensive deductible for Glass, if one is indicated on your covered "auto", for glass repairs. We will repair at no cost to you, any glass that can ~e repaired without replacement, provided the "loss" arises from a covered Comprehensive "loss" to your "auto". F. Increase Of Transportation Expense Coverage Subpart a. Transportation Expenses of Item 4. Coverage Extensions of Paragraph A. Coverage under SECTION Ill- PHYSICAL DAMAGE COVERAGE is amended to read: a. Transportation Expenses We will pay up to $50 per day to a maximum of $1,000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage or Theft Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". G. "Personal Effects" Coverage Item 4. Coverage Extensions of Paragraph A. Coverage, under SECTION Ill - PHYSICAL DAMAGE COVERAGE, is amended to add: "Personal Effects" Coverage We will pay actual cash value for "loss" to "personal effects" of the "insured" while in a covered "auto" subject to a maximum limit of $2,500 per "loss", for that covered "auto" caused by the same "accident". No deductible will apply to this coverage. H. "Downtime Loss" Coverage Item 4. Coverage Extensions, of Paragraph A. Coverage, under SECTION Ill. PHYSICAL DAMAGE COVERAGE is amended to add: ' "Downtime Loss" Coverage We will pay any resulting "downtime loss" expenses you sustain as a result of a covered physical damage "loss" to a covered "auto" up to a maximum of $100 per day, for a maximum of 30 days for the same physical damage "loss", subject to the following conditions: a. We will provide "downtime loss" beginning on the 5th day after I/Ve have given you our agreement to pay for repairs to a covered "auto" and you have given the repair facility your authorization to make repairs; b. Coverage for "downtime loss" expenses will end when any of the following occur: (1) You have a spare or reserve "auto" available to you to continue your operations. (2) You purchase a replacement "auto". (3) Repairs to your covered "auto" have been completed by the repair facility and they determine the covered "auto" is road-worthy. (4) You reach the 30 day maximum coverage. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 2 of 5 Used with permission I. Item 4. Coverage Extensions, of Paragraph A. Coverage, under SECTION Ill. PHYSICAL DAMAGE COVERAGE, is amended to add: We will pay any resulting rental reimbursement expenses incurred by you for a rental of an "auto" because of "loss" to a covered "auto" up to a maximum of $100 per day, for a maximum of 30 days for the same physical damage "loss", subject to the following conditions: a. We will provide rental reimbursement incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy expiration, with the number of days reasonably required to repair or replace the covered "auto". If the "loss" is caused by theft, this number of days is the number of days it takes to locate the covered "auto" and return it to you or the number of days it takes for the claim to be settled, whichever comes first. b. Our payment is limited to necessary and actual expenses incurred. c. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. d. If a "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. J. "Personal Effects" Exclusion Paragraph B. Exclusions under SECTION Ill -PHYSICAL DAMAGE COVERAGE, is amended to add: "Personal Effects" Exclusion We will not pay for "loss" to "personal effects" of any of the following: a. Accounts, bills, currency, deeds, evidence of debt, money, notes, securities or commercial paper or other documents of value. b. Bullion, gold, silver, platinum, or other precious alloys or metals; furs or fur garments; jewelry; watches; precious or semi-precious stones. c. Paintings, statuary and other works of art. d. Contraband or property in the course of illegal transportation or trade. e. "Loss" caused by theft, unless there is evidence of forced entry into the covered "auto" and a police report is filed. K. Accidental Airbag Discharge Coverage Item 3.a. of Paragraph B. Exclusions under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to read: a. Wear and tear, freezing, mechanical or electrical breakdown. The exclusion relating to mechanical break-down does not apply to the accidental discharge of an air bag. L. Loan or Lease Gap Coverage Paragraph C. Limit Of Insurance under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: If a covered "auto" is owned or leased and if we provide Physical Damage Coverage on it, we will pay, in the event of a covered total "loss", any unpaid amount due on the lease or loan for a covered "auto", less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease or loan payments including penalties, interest or other charges resulting from overdue payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by the lessor; and (5) Carry-over balances from previous loans or leases CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 3of5 Used with permission M. Aggregate Deductible Paragraph D. Deductible under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: Regardless of the number of covered "autos" involved in the same "loss", only one deductible will apply to that "loss". If the deductible amounts vary by "autos", then only the highest applicable deductible will apply to that "loss". N. Diminishing Deductible Paragraph D. Deductible under SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended to add: Any deductible will be reduced by the percentage indicated below on the first "loss" reported during the corresponding policy period: Loss Free Polley Periods Deductible With the Expansion Reduction on the Endorsement first "loss" 1 0% 2 25% 3 50% 4 75% 5 100% If we pay a Physical Damage "loss" during the policy period under any BUSINESS AUTO COVERAGE FORM you have with us, your deductible stated in the Declarations page of each such COVERAGE FORM will not be reduced on any subsequent claims during the remainder of your policy period and your deductible reduction will revert back to 0% for each such COVERAGE FORM if coverage is renewed. 0. Knowledge of Loss and Notice To Us Subsection a. of Item 2. Duties In the Event of Accident, Claim, Suit or Loss of Paragraph A. Loss Conditions under SECTION IV -BUSINESS AUTO CONDITIONS is amended to add: However, prompt notice of the "accident", claim, "suit" or "loss" to us or our authorized representative only applies after the "accident", claim, "suit" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer'' or director, if you are a corporation; (4) A manager or member, if you are a limited liability company; (5) Your insurance manager; or (6) Your legal representative. P. Waiver Of Subrogation For Auto Liability Losses Assumed Under Insured Contract Item 5. Transfer Of Rights Of Recovery Against Others To Us of Paragraph A. Loss Conditions under SECTION IV - BUSINESS AUTO CONDITIONS is amended to read: 5. Transfer of Rights of Recovery Against Others To Us If any person or organization to or for whom we make payments under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after an "accident" or "loss" to impair them. However, if the insured has waived those rights to recover through a written contract, we will waive any right to recovery we may have under this Coverage Form. Q. Insurance Is Primary and Noncontributory Subpart a. of Item 5. other Insurance of Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDITIONS is amended to read: a. This insurance is primary and noncontributory, as respects any other insurance, if required in a written contract with you. R. Other Insurance -Hired Auto Physical Damage Subpart b. of Item 5 .. Other Insurance of Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDITIONS is amended to read: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Page 4 of 5 Used with permission (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". S. Unintentional Failure To Disclose Hazards Paragraph B. General Conditions under SECTION IV -BUSINESS AUTO CONDI- TIONS is amended to add: 9. Your failure to disclose all hazards existing as of the inception date of this policy shall not prejudice the coverage afforded by this policy, provided that such failure to disclose all hazards is not intentional. However, you must report such previously undisclosed hazards to us as soon as practicable after its discovery. T. Additional Definition SECTION V -DEFINITIONS is amended to add: "Personal effects" means personal property owned by the "insured". "Downtime loss" means actual loss of "business income" for the period of time that a covered "auto": 1. Is out of service for repair or replacement as a result of a covered physical damage "loss" and 2. Is in the custody of a repair facility if not a total "loss". "Business Income" means: 1. Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred; and 2. Continuing normal operating expenses incurred, including payroll. In this endorsement, Headings and Titles are inserted solely for the convenience and ease of reference. They do not affect the coverage provided by this endorsement, nor do they constitute any part of the terms and conditions of this endorsement. All other policy wording not specifically changed, modified, or replaced by this endorsement wording remains in effect. CA990187 0715 Includes Copyrighted Material of Insurance Services Offices, Inc. Used with permission Page 5 of 5