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Water Systems Optimization Inc; 2018-04-10; UTIL1685
UTIL1685 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR NON-REVENUE WATER TECHNICAL SERVICES WATER SYSTEMS OPTIMIZATION, INC. This Amendment No. 2 is entered into and effective as of the ________ day of _______________________________, 2020, extending and amending the agreement dated April 10, 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 Water Systems Optimization, Inc., a Florida corporation, (“Contractor") (collectively, the “Parties”). RECITALS A. On March 14, 2019, the Parties executed Amendment No. 1 to extend the Agreement for one (1) year; and B. The Parties desire to exercise an additional option to extend and fund the Agreement for an additional one (1) year period. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on April 9, 2021 on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 77CFAF68-8428-46A9-9299-5D02EEAB6108 February 20th UTIL1685 General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WATER SYSTEMS OPTIMIZATION, INC., a Florida corporation By: By: (sign here) Vicki V. Quiram, General Manager Reinhard Sturm, President & CFO (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Assistant General Counsel DocuSign Envelope ID: 77CFAF68-8428-46A9-9299-5D02EEAB6108 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 2/12/2020 Risk Strategies Company6750 Poplar Ave, Suite 830 Memphis, TN 38138 901-271-6789 901-820-0402 www.risk-strategies.com Valley Forge Insurance Company 20508 Continental Casualty Company 20443 XL Specialty Insurance Company 37885 A $2,000,00060247845974/12/2019 4/12/2020 $300,000 3 $10,000 3 $2,000,000 3 Contractual Liability $4,000,000 $4,000,0003 A 6045375493 4/12/2019 4/12/2020 $1,000,000 3 3 3 B 6045383433 4/12/2019 4/12/2020 $3,000,00033 $3,000,000 3 10,000 A 6071874964 4/12/2019 4/12/2020 3 $1,000,000 $1,000,000 $1,000,000 C Professional Liability DPR9940877 4/12/2019 4/12/2020 Michael Christian Patricia Griffin patricia@crowfriedman.com Per Claim Limit Aggregate Limit $3,000,000 $3,000,000 Water Systems Optimization, Inc1410 Donelson PikeSuite A1Nashville TN 37217 54088625 3 3 Insured. Coverage is primary & non-contributory. Waiver of Subrogation in favor of the additional insured applies to the work comp policy These provisions must be required by written contract or agreement. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 The City of Carlsbad is included as Additional Insured on the General Liability policy as respects their interest in services provided by the Named referenced above. 30 Day Notice of Cancellation applies. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 1 of 18 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 2 of 18 SB300176D (Ed.6-16) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ARCHITECTS,ENGINEERS AND SURVEYORS LIABILITY EXTENSION WITH OFFICE POLLUTION LIABILITY COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS SCHEDULE OF LIMITS FOR OFFICE PREMISES LIMITED POLLUTION LIABILITY COVERAGE Each Pollution Incident Limit 2,000,000$ Pollution Liability Aggregate Limit 4,000,000$ (If no entries appear in the above Schedule,information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) TABLE OF ENDORSEMENT CONTENTS Item #Topic Name Changes to Section A.Coverages 1.Enhanced Supplementary Payments Changes to Section B.Exclusions 2.Extended Property Damage Coverage 3.Contractual Liability for Personal and Advertising Injury 4.Owned Workboats and Non-owned Watercraft 5.Legal Liability –Damage to Premises /Alienated Premises 6.Personal and Advertising Injury –Discrimination or Humiliation 7.Property Damage -Elevators Changes to Section C.Who Is An Insured 8.Extended Coverage For Newly Acquire/Formed Organizations 9.Additional Insureds:State or Political Subdivisions –Permits,State or Political Subdivisions,Controlling Interest,Managers or Lessors of Premises,Mortgagee,Assignee or Receiver,Co-owner of Insured Premises,Lessor of Equipment,Lessor of Land,Trade Show Event Lessor,Engineers,Architects or Surveyors Engaged By You 10.Fellow Employee First Aid 11.Retired Partners,Members, Directors,and Employees 12.Participation in Professional Joint Ventures or in Terminated Joint Ventures,Partnerships or LLCs 13.Blanket Additional Insured with Products-Completed Operations Coverage Additional Insured –Extended Coverage Estates,Representatives and Spouses Blanket Waiver of Subrogation Changes to Section D.Liability and Medical Expenses Limits of Insurance 14.General Aggregate Limit of Insurance –Per Location SB300176D (6-16) Page 1 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 3 of 18 SB300176D (Ed.6-16) Changes to Section E.Businessowners Liability Conditions 15.Broad Knowledge /Notice of Occurrence Changes to Section F.Liability And Medical Expenses Definitions 16.Extended Bodily Injury 17.Contractual Liability –Railroads Additional Insuring Agreements 18.Office Premises -Limited Pollution Liability Coverage 1.Enhanced Supplementary Payments The values shown in paragraph 1.f.,Coverage Extension –Supplementary Payments,of Section A.Coverages are amended as follows: A.The amount shown in paragraph (b)for bail bonds is amended from $1,000 to $5,000. B.The amount shown in paragraph (d)for actual loss of earnings because of time off work is amended from $250. per day to $1,000.per day. 2.Extended Property Damage Exclusion 1.a.,Expected or Intended Injury,of Section B.Exclusions Applicable to Business Liability Coverage, is deleted and replaced with the following: This insurance does not apply to: a."Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property. 3.Contractual Liability for Personal and Advertising Injury Exclusion 1.p.(5)of Section B.Exclusions Applicable to Business Liability Coverage,is deleted. 4.Owned Workboats and Non-owned Watercraft Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to make the following changes to the exclusion entitled Aircraft,Auto or Watercraft: a.Add the following additional exception to the exclusion: This exclusion does not apply to: •Any watercraft owned by you that is less than 30 feet long while being used in the course of your inspection or surveying work. b.Delete exception (3)and replace it with the following: This exclusion does not apply to: (3)A watercraft you do not own that is: (a)Less than 75 feet long;and (b)Not being used to carry persons or property for a charge. 5.Legal Liability –Damage to Premises /Alienated Premises A.Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to delete the first two exception statements beneath the exclusion entitled Damage to Property and replace them with the following: SB300176D (6-16) Page 2 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326254088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 4 of 18 SB300176D (Ed.6-16) Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire or explosion)to premises rented to you or temporarily occupied by you with the permission of the owner,nor to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Liability And Medical Expenses Limits of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work." B.Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to delete the unnumbered exception statement beneath exclusion p.,and replace it with the following: Exclusions c.through i.and k.through o.do not apply to damage by fire or explosion to premises while rented to you or temporarily occupied by you with permission of the owner,nor to damage to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Liability And Medical Expenses Limits of Insurance. 6.Personal and Advertising Injury –Discrimination or Humiliation A.Under Liability And Medical Expenses Definitions,the definition of Personal and advertising injury is amended to add the following tort: •Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B.Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to make the following changes to the exclusion entitled Personal And Advertising Injury to: 1.Delete its subparagraph (1)and replace it with the following: This insurance does not apply to: "Personal and advertising injury": (1)Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury."This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person,but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a)You;or (b)Any of your "executive officers",directors,stockholders,partners or member or (if you are a limited liability company)your managers. 2.Add the following new exclusions: This insurance does not apply to: •Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment,prospective employment, past employment or termination of employment of any person by any insured. •Premises Related Discrimination Discrimination or humiliation arising out of the sale,rental,lease or sub-lease or prospective sale,rental, lease or sub-lease of any room,dwelling or premises by or at the direction of any insured. Notwithstanding the above,there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this Personal and Advertising Injury –Discrimination or Humiliation provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. SB300176D (6-16) Page 3 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 5 of 18 SB300176D (Ed.6-16) 7.Property Damage –Elevators Under Exclusions,the paragraph entitled Applicable to Business Liability Coverage is amended to add the following additional exception statement beneath the exclusion entitled Damage to Property: Paragraphs (3),(4),and (6)of this exclusion do not apply to "property damage"that results from the use of elevators. 8.Extended Coverage For Newly Acquire/Formed Organizations Who Is An Insured is amended to delete Paragraph 4.a.. 9.Additional Insureds Section C.Who Is An Insured is amended to include the following additional insureds,subject to the provisions stated below: A.State or Political Subdivisions –Permits 1.This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. 2.This insurance does not apply to: a."Bodily injury,""property damage,""personal and advertising injury"arising out of operations performed for the state or municipality;or b."Bodily injury"or "property damage"included within the "products-competed operations hazard." B.State or Political Subdivisions A state or political subdivision subject to the following provisions: 1.This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own,rent,or control and to which this insurance applies: a.The existence,maintenance,repair,construction,erection,or removal of advertising signs,awnings, canopies,cellar entrances,coal holes,driveways,manholes,marquees,hoistaway openings,sidewalk vaults,street banners,or decorations and similar exposures;or b.The construction,erection,or removal of elevators. 2.This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury,""property damage"or personal and advertising injury"arising out of operations performed for the state or municipality. C.Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1.Their financial control of you; 2.Premises they own,maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations,new construction and demolition operations performed by or for such additional insured. D.Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership,maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence"which takes place after you cease to be a tenant in that premises;or 2.Structural alterations,new construction or demolition operations performed by or on behalf of such additional insured. SB300176D (6-16) Page 4 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326354088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 6 of 18 SB300176D (Ed.6-16) E.Mortgagee,Assignee or Receiver A mortgagee,assignee or receiver but only with respect to their liability as mortgagee,assignee,or receiver and arising out of the ownership,maintenance,or use of a premises by you. This insurance does not apply to structural alterations,new construction or demolition operations performed by or for such additional insured. F.Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co- owners liability as co-owner of such premises. G.Lessor of Equipment Any person or organization from whom you lease equipment.Such person or organization are insureds only with respect to their liability arising out of the maintenance,operation or use by you of equipment leased to you by such person or organization.A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded,these additional insureds,the following additional exclusions apply: This insurance does not apply: 1.To any "occurrence"which takes place after the equipment lease expires;or 2.To "bodily injury,""property damage"or "personal and advertising injury"arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs A.through G.above does not apply to "bodily injury"or "property damage"included within the "products-completed-operations hazard." H.Lessor of Land Any person or organization from whom you lease land,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"arising out of the ownership,maintenance or use of such land, provided that the "occurrence"giving rise to such "bodily injury"or "property damage",or the offense giving rise to such "personal and advertising injury"takes place prior to the termination of such lease.The coverage granted by this paragraph does not apply to structural alterations,new construction or demolition operations performed by,or on behalf of,such additional insured. I.Trade Show Event Lessor 1.With respect to your participation in a trade show event as an exhibitor,presenter or displayer,any person or organization whom you are required to include as an additional insured,but only with respect to such person or organization's liability for "bodily injury","property damage"or "personal and advertising injury caused by: a.Your acts or omissions;or b.Acts or omissions of those acting on your behalf; In the performance of your ongoing operations at a trade show event premises during the trade show event. 2.The coverage provided by this provision does not apply to "bodily injury"or "property damage"included within the "products-completed operations hazard." J.Engineers,Architects or Surveyors Engaged By You An architect,engineer or surveyor engaged by you,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused in whole or in part by your acts or omissions,or the acts or omissions of others acting on your behalf: a.In connection with your premises;or b.In the performance of your ongoing operations. SB300176D (6-16) Page 5 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 7 of 18 SB300176D (Ed.6-16) But the coverage hereby granted to such additional insureds does not apply to "bodily injury","property damage" or "personal and advertising injury"arising out of the rendering or failure to render any professional services by you or on your behalf,including but not limited to: 1.The preparing,approving,or failing to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,or drawings and specifications;or 2.Supervisory,inspection,architectural or engineering activities. 10.Fellow Employee First Aid Paragraph 2.a.(1)(d)of Section C.Who Is An Insured is deleted and replaced with the following: However none of these "employees"is an insured for: (d)"Bodily injury"or "personal and advertising injury"arising out of his or her providing or failing to provide professional health care services. However this restriction does not apply to first aid administered by an "employee"who is not an employed doctor or nurse. 11.Retired Partners,Members, Directors,and Employees Paragraph 2.of Section C.Who Is An Insured is amended to include the following as insureds: Individual persons who are retired partners,members,directors or employees are also insureds,but only for "bodily injury,""property damage,""personal and advertising injury"that results from services performed for you under your direct supervision.All limitations that apply to "employees"and "volunteer workers"also apply to anyone qualifying as an insured under this provision. 12.Participation in Professional Joint Ventures A.The following paragraph 5.is added to Section C.Who Is An Insured: 5.You are also an insured for your participation in a past or present joint venture that is not named on the Declarations,but only if such joint venture meets all of the following criteria: a.Each and every one of your co-venturers are architectural,engineering or surveying firms; b.The joint venture has no direct employees;and c.The joint venture does not own,rent or lease any real or personal property. However,you are insured only for the conduct of your business within such a joint venture.You are not insured for liability arising out of the acts or omissions of other co-venturers,nor of their partners,members or employees. This insurance is excess over any other insurance available to such a joint venture,whether primary,excess, contingent,or on any other basis. B.The last paragraph of Section C.Who Is An Insured is deleted and replaced by the following: Except as provided in 5.above,no person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 13.Blanket Additional Insured with Products-Completed Operations Coverage and Blanket Waiver of Subrogation A.Who Is An Insured is amended to include as an insured,any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement,but the written contract or written agreement must be: 1.Currently in effect or becoming effective during the term of this policy;and 2.Executed prior to the: a."Bodily injury"or "property damage";or b.Offense that caused the "personal and advertising injury;" for which the additional insured seeks coverage. SB300176D (6-16) Page 6 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326454088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 8 of 18 SB300176D (Ed.6-16) B.The insurance provided to the additional insured is limited as follows: 1.That person or organization is an additional insured only with respect to such person or organization's liability for: a."Bodily injury","property damage"or "personal and advertising injury to the extent caused by: (1)Your acts or omissions;or (2)Acts or omissions of those acting on your behalf; in the performance of your ongoing operations specified in the written contract;or b."Bodily injury"or "property damage"to the extent caused by "your work"specified in the written contract or written agreement and included in the "products-completed operations hazard",but only if: (1)The written contract or written agreement requires you to provide the additional insured such coverage;and (2)This Coverage Part provides such coverage. 2.The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy,whichever is less.These limits of Insurance are inclusive of,and not in addition to,the Limits of Insurance shown in the Declarations. 3.The insurance provided to the additional insured does not apply to "bodily injury,""property damage," "personal and advertising injury"arising out of an architect's,engineer's,or surveyor's rendering of or failure to render any professional services,including: a.The preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders or drawings and specifications by any architect,engineer or surveyor performing services on a project of which you serve as a construction manager;or b.Inspection,supervision,quality control,engineering or architectural services done by you on a project of which you serve as construction manager. 4.This insurance provided to the additional insured does not apply to "bodily injury,""property damage,"or "personal and advertising injury"arising out of construction or demolition work while you are acting as a construction or demolition contractor. C.Under Businessowners Liability Conditions,the condition entitled Duties in the Event of Occurrence, Offense,Claim or Suit is amended to add the following: An additional insured under this policy will as soon as practicable: 1.Give written notice of an occurrence or an offense to us which may result in a claim or "suit"under this insurance; 2.Tender the defense and indemnity of any claim or "suit"to us for a loss we cover under this Coverage Part; 3.Except as provided for in paragraph D.2.below: a.Tender the defense and indemnity of any claim or "suit"to any other insurer which also has insurance for a loss we cover under this Coverage Part;and b.Agree to make available any other insurance which the additional insured has for a loss we cover under this coverage part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit"from the additional insured. D.With respect only to the insurance provided by this endorsement,the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2.and 3.,and replace them with the following: 2.This insurance is excess over any other insurance available to the additional insured, whether primary, excess,contingent or on any other basis.But if required by the written contract or written agreement,this SB300176D (6-16) Page 7 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 9 of 18 SB300176D (Ed.6-16) insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3.When this insurance is excess,we will have no duty under Business Liability insurance to defend the additional insured against any "suit"if any other insurer has a duty to defend the additional insured against that "suit"if no other insurer defends,we will undertake to do so,but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (a)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)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. E.Additional Insured –Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part,Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a.An individual,then his or her spouse is an insured; b.A partnership or joint venture,then its partners,members and their spouses are insureds; c.A limited liability company,then its members and managers are insureds;or d.An organization other than a partnership,joint venture or limited liability company,then its executive officers, directors and shareholders are additional insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions,and only with respect to their respective roles within their organizations. Please see the Estates,Legal Representatives and Spouses provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person insureds. F.Estates,Legal Representatives and Spouses The estates,heirs,legal representatives and spouses of any natural person insured shall also be insured under this policy;provided,however,coverage is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and,in the case of a spouse,where such claim seeks damages from marital common property,jointly held property,or property transferred from such natural person insured to such spouse.No coverage is provided for any act,error or omission of an estate,heir,legal representative or spouse outside the scope of such person's capacity as such,provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. G.Blanket Waiver of Subrogation The condition entitled Transfer of Rights of Recovery Against Others To Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraph 2.and replace it with the following: 2.We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement 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 within the "products-completed operations hazard." SB300176D (6-16) Page 8 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326554088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 10 of 18 SB300176D (Ed.6-16) 14.Amendment-Aggregate Limits of Insurance (Per Project) A.For all sums which the insured becomes legally obligated to pay as damages caused by "occurrences"under Coverage A.1.,and for all medical expenses caused by accidents under Coverage A.2.,which can be attributed only to ongoing operations at a single construction project: 1.A separate Construction Project General Aggregate limit applies to each construction project.The Construction Project General Aggregate limit is equal to the amount of the General Aggregate limit shown in the Declarations. 2.The Construction Project General Aggregate limit is the most we will pay for the sum of all damages payable under Coverage A.1.,except damages because of "bodily injury"or "property damage"included in the "products-completed operations hazard,"and for medical expenses payable under Coverage A.2.regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits." 3.Any payments made under Coverage A.1.for damages or under Coverage A.2.for medical expenses shall reduce the Construction Project General Aggregate limit for the applicable construction project.Such payments shall not reduce the General Aggregate limit shown in the Declarations nor shall they reduce any Construction Project General Aggregate limit applicable to other construction projects. 4.The limits shown in the Declarations for Liability and Medical Expenses,Damage to Premises Rented to You, and Medical Expenses continue to apply.However,instead of being subject to the General Aggregate limit shown in the Declarations,such limits will be subject to the applicable Construction Project General Aggregate limit. B.All: 1.Damages because of "personal and advertising injury",regardless of the number of construction projects involved; 2.Damages under Coverage A.1.which cannot be attributed solely to ongoing operations at a single construction project,except damages because of "bodily injury"or "property damage"included in the "products-completed operations hazard";and 3.Medical expenses under Coverage A.2.caused by accidents which cannot be attributed solely to ongoing operations at a single construction project; will reduce the General Aggregate Limit shown in the Declarations,and shall not reduce any Construction Project General Aggregate Limit. C.When coverage for liability arising out of the "products-completed operations hazard"is provided,any payments for damages because of "bodily injury"or "property damage"included in the "products-completed operations hazard"will reduce the Products/Completed Operations Aggregate limit,and not reduce the General Aggregate limit nor any Construction Project General Aggregate limit. D.If a construction project has been abandoned,delayed,or abandoned and then restarted,or if the authorized contracting parties deviate from plans,blueprints,designs,specifications or timetables,the project will still be deemed to be the same construction project. E.The provisions of the Limits Of Insurance section not otherwise modified by this endorsement shall continue to apply as stipulated. SB300176D (6-16) Page 9 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 11 of 18 SB300176D (Ed.6-16) 15.Broad Knowledge /Notice of Occurrence Under Businessowners Liability Conditions,the condition entitled Duties in The Event of Occurrence,Offense, Claim or Suit is amended to add the following provisions: A.BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence",offense,claim or "suit"only when the "occurrence",offense,claim or "suit"is known to a natural person Named Insured,to a partner,executive officer, manager or member of a Named Insured,or to an "employee"designated by any of the above to give such notice. B.NOTICE OF OCCURRENCE Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence",offense, claim or "suit",and that failure is solely due to your reasonable belief that the "bodily injury"or "property damage" is not covered under this Coverage Part.However,you shall give written notice of such "occurrence",offense, claim or "suit"to us as soon as you are aware that this insurance may apply to such "occurrence",offense,claim or "suit." 16.Extended Bodily Injury Under Liability And Medical Expenses Definitions,the definition of "Bodily injury,"is deleted and replaced with the following: "Bodily Injury"means physical injury,sickness or disease sustained by a person,including death,humiliation,shock, mental injury or mental anguish sustained by that person at any time which results as a consequence of the physical injury,sickness or disease. 17.Contractual Liability –Railroads Under Liability And Medical Expenses Definitions,and with respect only to operations performed within 50 feet of railroad property,the definition of "insured contract"is deleted and replaced by the following: "Insured contract"means: a.A contract for a lease of premises.However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement; d.An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1)That indemnifies an architect,engineer or surveyor for injury or damage arising out of: a.Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders or drawings and specifications;or b.Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage. (2)Under which the insured,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in paragraph (1)above and supervisory,inspection,architectural or engineering activities. SB300176D (6-16) Page 10 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326654088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 12 of 18 SB300176D (Ed.6-16) 18.Office Premises Limited Pollution Coverage This Office Premises Limited Pollution Coverage section of the Architects,Engineers and Surveyors Extension endorsement modifies several portions of the Businessowners Liability Coverage Form.These modifications apply only to the coverage provided by this section of the endorsement. A.The following paragraph 3.is added to SECTION A.COVERAGES: 3.Office Premises Limited Pollution Coverage a.Insuring Agreement (1)We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury"or "property damage"which directly results from a covered "pollution incident"to which this insurance applies.We will have the right and duty to defend any "suit"seeking those damages, even if any allegations of the "suit"are groundless,false or fraudulent.We may at our discretion investigate any "pollution incident"and settle any claim or "suit"that may result.But: (a)The amount we will pay for damages is limited as described in SECTION D.Liability And Medical Expenses Limits Of Insurance as amended by this endorsement;and (b)Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements. (c)We have no duty to defend "suits"seeking damages not covered by this endorsement. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under paragraph 1.e.Coverage Extension –Supplementary Payments of SECTION A.as amended by this section of the endorsement. (2)We will also reimburse you for "preventive remedial expense"that directly results from a covered "pollution incident"to which this insurance applies. We will reimburse you up to $25,000 per annual policy period for all "preventive remedial expense" directly resulting from all covered "pollution incidents,"subject to a deductible of $5,000 per covered "pollution incident."This annual limit is in addition to the per incident deductible,and is in addition to the Pollution Liability Aggregate Limit described in SECTION D.Liability And Medical Expenses Limits Of Insurance as amended by this endorsement. This "preventive remedial expense"coverage does not apply to expenses that are covered by any other insurance available to the insured. (3)This insurance applies to "bodily injury,""property damage"or "preventive remedial expense"at,on or from "your office premises"only if: (a)The "bodily injury" directly results from a "pollution incident"that happens entirely above-ground at or from "your office premises";or (b)The "property damage"occurs off of "your office premises"and directly results from a "pollution incident"that happens entirely above-ground at or from "your office premises";or (c)The "preventive remedial expense"directly results from a "pollution incident"that happens entirely above-ground on "your office premises"and does not result in any covered "bodily injury" or "property damage;and (d)The "pollution incident": (i)is demonstrable as commencing and ending within 72 hours; (ii)is accidental; (iii)"commences during the policy period";and (iv)happens in the "coverage territory." SB300176D (6-16) Page 11 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 13 of 18 SB300176D (Ed.6-16) (4)Commences during the "policy period"means that the first emission,discharge,release or escape of the "pollutant"or "pollutants"from which the "bodily injury"or "property damage"arises is demonstrable as having occurred during this policy period. (5)All "bodily injury"or "property damage"resulting from one "pollution incident"shall be deemed to have occurred only at the commencement date of the covered "pollution incident." (6)The insured's responsibility to pay damages because of "bodily injury"or "property damage"must be determined in a "suit"on the merits in the "coverage territory"or in a settlement we agree to. (7)Damages because of "bodily injury"include damages claimed by any person or organization for care, loss of services,or death resulting from the "bodily injury." B.SECTION B.EXCLUSIONS is deleted and replaced by the following: This insurance does not apply to: a."Bodily injury,""property damage"or "preventive remedial expense"expected or reasonably foreseeable from the standpoint of the insured. b."Bodily injury,""property damage"or "preventive remedial expense"arising out of a "pollution incident"which is a repeat or resumption of a previous "pollution incident"involving the same pollutant from essentially the same source within the previous twelve (12)months,at the same premises. c."Bodily injury"or "property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. d.Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e."Bodily injury"to: (1)An employee of the insured arising out of and in the course of: (i)employment by the insured;or (ii)performing duties related to the conduct of the insured's business. (2)The spouse,child,parent,brother or sister of that employee as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity;and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. f."Property damage"to (1)A "waste facility"to which waste from the operations of an insured is consigned; (2)Property you own,rent,or occupy now or at any time in the past; (3)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; (4)Property loaned to an insured;or (5)Personal property in care,custody or control of an insured. Paragraph (2)of this exclusion f.does not apply to "preventive remedial expense"at property you own,rent or occupy now. g."Bodily injury"at or from a "waste facility"to which waste from the operation of an insured is consigned. h."Bodily injury,""property damage"or "preventive remedial expense"arising out of a "pollution incident"at or from a "waste facility"which is on "your office premises." SB300176D (6-16) Page 12 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326754088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 14 of 18 SB300176D (Ed.6-16) i."Bodily injury"or "property damage"included within the "products-completed operations hazard." j."Bodily injury"or "property damage"arising out of the ownership or operation of any offshore facility as defined in the Outer Continental Shelf Lands Act Amendment of 1978 or the Clean Water Act of 1977 as amended 1978 or any deepwater port as defined in the Deepwater Port Act of 1974 as amended or as may be amended. k."Bodily injury"or "property damage"arising out of heat,smoke or fumes from a hostile fire at any premises, site or location which is or was at any time owned or occupied by or rented or loaned to any insured. As used in this exclusion,a hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. l."Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto,"rolling stock or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading." This exclusion does not apply to "bodily injury"or "property damage"arising out of parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured. m."Bodily injury"or "property damage"arising out of the emission,discharge,release or escape of drilling fluid, oil,gas or other fluids from any oil,gas,mineral,water or geothermal well. n."Bodily injury,""property damage"or "preventive remedial expense"arising out of a "pollution incident"which results from or is directly or indirectly attributable to failure to comply with any applicable statute,regulation, ordinance,directive or order relating to the protection of the environment and promulgated by any governmental body,provided that failure to comply is a willful or deliberate act or omission of: (1)The insured;or (2)You or any of your members,partners,executive officers or managers of limited liability companies. o."Bodily injury,""property damage"or "preventive remedial expense"arising out of acid rain. p.Any loss,cost or expense arising out of any request, demand or order by a governmental authority that any insured or others test for,monitor,clean-up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of "pollutants"at any site which is included on an EPA or state environmental agency priority clean-up list prior to the "pollution incident." q."Bodily injury,""property damage"or "preventive remedial expense"arising out of a "pollution incident"which results from failure of air or waste water pollution control equipment. r."Bodily injury,""property damage"or "preventive remedial expense"resulting from the "hazardous properties" of "nuclear material." As used in this exclusion: "Hazardous properties"includes radioactive,toxic,or explosive properties; "Nuclear material"means "source material,""special nuclear material,"or "by-product material"; "Source material,""special nuclear material,"and "by-product material"have the meanings given them in the Atomic Energy Act of 1954,or in any law amendatory thereof. s."Bodily injury,""property damage"or "preventive remedial expense"arising out of a "pollution incident"from any insured's premises that was used by that insured for the storage,disposal,processing or treatment of waste materials and was: (1)Sealed off,closed,abandoned or alienated prior to the effective date of this policy;or (2)Sealed off or closed subject to statute,ordinance or governmental regulation or directive requiring maintenance or monitoring during or after sealing off or closure. t."Bodily injury,""property damage"or "preventive remedial expense"arising out of waste derived from medical services,procedures,testing or research,and which could potentially transmit disease. SB300176D (6-16) Page 13 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 15 of 18 SB300176D (Ed.6-16) u.Any multiple damages,"punitive or exemplary damages"or fines or penalties.However,if a "suit"is brought against the insured with respect to a claim for acts or alleged acts falling within the coverage hereof,seeking both compensatory and "punitive or exemplary"damages,then we will afford a defense to such action, without liability for such "punitive or exemplary damages." This exclusion does not apply to "suits"brought in the state of Texas. v."Bodily injury,""property damage"or "preventive remedial expense"arising out of: (1)the actual,alleged or threatened exposure at any time to asbestos or any loss,cost,or expense that may be awarded or incurred by reason of a claim or "suit"for such injury or damage;or (2)complying with a governmental direction or request to test for,monitor,clean-up,remove,contain,or dispose of asbestos. Asbestos means the mineral in any form whether or not the asbestos was at any time: (1)Airborne as a fiber, particle,or dust; (2)Contained in or formed a part of a product,structure,or other real or personal property; (3)Carried on clothing; (4)Inhaled or ingested;or (5)Transmitted by any other means. w."Bodily injury"or "property damage"arising out of: (1)The transportation of "mobile equipment"by "auto"owned or operated by or rented or loaned to any insured;or (2)The use of "mobile equipment"in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. x.Any loss,cost or expense arising out of any: (1)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of "pollutants";or (2)Claim or suit by or on behalf of a governmental authority for damages because of testing for,monitoring, cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of "pollutants." However,this exclusion does not apply to liability for damages because of "property damage"that is not otherwise excluded by this coverage,Office Premises Limited Pollution Coverage,unless the request, demand,order or statutory or regulatory requirement or claim or "suit"is solely by or on behalf of a governmental authority. C.Paragraph 2.b.(1)of Medical Expenses,of SECTION A.Coverages is deleted and replaced by the following: (1)Expenses incurred by the insured for first aid to others at the time of a "pollution incident"for "bodily injury"to which this insurance applies. D.SECTION C.WHO IS AN INSURED is amended as follows: 1.The following subparagraph d.is added to paragraph 4.of SECTION C.WHO IS AN INSURED: d.Coverage 4.,Office Premises Limited Pollution Coverage,does not apply to "bodily injury"or "property damage"arising out of "pollution incidents"that occurred before you acquired or formed the organization. 2.The following additional paragraph is added at the end of SECTION C.WHO IS AN INSURED: No person or organization identified as an insured on any endorsement now or hereafter attached to this Coverage Part is an insured with respect to COVERAGE 4.,Office Premises Limited Pollution Coverage, unless that endorsement specifically references Office Premises Limited Pollution Coverage by name. SB300176D (6-16) Page 14 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326854088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 16 of 18 SB300176D (Ed.6-16) E.SECTION D.Liability And Medical Expenses Limits Of Insurance is deleted and replaced by the following: LIMITS OF INSURANCE 1.The Limits of Insurance described in this endorsement's Schedule of Limits for Office Premises Limited Pollution Coverage,and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits." 2.The Pollution Liability Aggregate Limit is the most we will pay for all damages because of all "bodily injury" and "property damage"directly resulting from all "pollution incidents"to which Office Premises Limited Pollution Coverage applies. 3.Subject to 2.above,the Each Pollution Incident Limit shown in the Schedule is the most we will pay for the sum of all damages because of "bodily injury"and "property damage"directly resulting from any one "pollution incident"to which Office Premises Limited Pollution Coverage applies. 4.The Limits of Insurance of this Office Premises Limited Pollution Coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the preceding period for purposes of determining the Limits of Insurance. 5.The Limits of Insurance for this Office Premises Limited Pollution Coverage are separate from and not subject to the General Aggregate Limit for COVERAGE 1.Business Liability. 6.The Limits of Insurance for this Office Premises Limited Pollution Coverage shall not be amended by any endorsement attached to this policy which does not specifically reference Office Premises Limited Pollution Coverage. F.SECTION E.BUSINESSOWNERS GENERAL LIABILITY CONDITIONS is amended as follows: 1.Condition 2.a.is replaced by the following: 2.Duties In The Event of Pollution Incident,Claim or Suit. a.You must see to it that we are notified as soon as practicable of a "pollution incident"that may result in a claim.To the extent possible,notice should include: (1)How,when,and where the "pollution incident"took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any release,and of any injury or damage arising out of the "pollution incident." 2.The following Condition is added: Remediation of Insured's Premises a.Except for "preventive remedial expense"as described in paragraph 4.a.(2)of SECTION A. COVERAGES,this policy's Office Premises Limited Pollution Coverage doesn't provide coverage for clean-up of "your premises."If a "pollution incident"happens on "your premises"that poses imminent and substantial danger of "bodily injury"or "property damage"to which this insurance applies,you must promptly take at your own expense all reasonable steps to curtail or prevent covered "bodily injury"or "property damage"from happening. b.If,in defiance of the intent of this policy,we are ever compelled by court or governmental order to pay to clean up part or all of "your premises,"you agree to reimburse us for all such costs. SB300176D (6-16) Page 15 of 16 Copyright,CNA All Rights Reserved. 54088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 17 of 18 SB300176D (Ed.6-16) G.SECTION H.OTHER INSURANCE of the Businessowners Common Policy Conditions is amended to add the following paragraph 4.: 4.This condition does not apply to coverage afforded under Insuring Agreement a.(2)of Coverage 4.Office Premises Limited Pollution Coverage. H.SECTION F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS is amended to include the following definitions: "Commences during the policy period"means that the first emission,discharge,release or escape of the "pollutant"or "pollutants"from which the "bodily injury"or "property damage"arises is demonstrable as having occurred during this policy period. "Pollution incident"means the emission,discharge,release,or escape of "pollutants,"provided that such emission,discharge,release,or escape results in the injurious presence of "pollutants"in or upon land,the atmosphere,interior of a building or any water course,body of water or ground water.A series of related emissions,discharges,releases or escapes of "pollutants"will be deemed to be one "pollution incident." "Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot, fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled,reconditioned or reclaimed. "Preventive remedial expense"means expenses incurred by you for the removal or neutralization of "pollutants" on "your office premises",directly resulting from a covered "pollution incident." "Punitive or exemplary damages"means those damages imposed to punish a wrongdoer and to deter others from similar conduct." "Waste facility"means any site to which waste is delivered for storage,disposal,processing or treatment, whether or not such site is licensed by a governmental authority to perform such storage,disposal,processing or treatment. "Your office premises"means "locations"you own,rent or occupy for general office purposes."Your office premises"does not mean storage yards,nor land held for speculation or development,even if such yards or land adjoin your office building."Your office premises"does not mean premises you live in.For the purpose of this definition,"location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway,waterway or right-of-way of a railroad. All other terms and conditions of the Policy remain unchanged. SB300176D (6-16) Page 16 of 16 Copyright,CNA All Rights Reserved.0002000384012233438326954088625 | 2019-20 CA All Lines | Patricia Griffin | 2/12/2020 2:23:13 PM (CST) | Page 18 of 18 UTIL1685 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR NON-REVENUE WATER TECHNICAL SERVICES WATER SYSTEMS OPTIMIZATION, INC. This Amendment No. 1 is entered into and effective as of the _______ day of __________________, 2019, extending the agreement dated April 10, 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 Water Systems Optimization, Inc., a Florida corporation (“Contractor") (collectively, the “Parties”). RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on April 9, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. 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. /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 6BD3BC07-96C7-47AC-BEFF-0B6E92DFBF4A 14th March UTIL1685 General Counsel Approved Version 1/30/13 2 4. 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 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WATER SYSTEMS OPTIMIZATION, a Florida corporation By: By: (sign here) Vicki V. Quiram, General Manager Reinhard Sturm, President & CFO (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: 6BD3BC07-96C7-47AC-BEFF-0B6E92DFBF4A AGREEMENT FOR NON-REVENUE WATER TECHNICAL SERVICES WATER SYSTEMS OPTIMIZATION, INC. UTIL 1685 ii~ ('GREEMENT is made and entered into as of the /o-\t... day of 0 , 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRIC, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and WATER SYSTEMS OPTIMIZATION, INC., a Florida corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in non-revenue water strategy to reduce water loss and optimize revenue. B. Contractor has the necessary experience in providing professional services and advice related to non-revenue water strategy. 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 one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for three (3) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. 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 shall not exceed thirty-four thousand, four hundred, forty-eight dollars ($34,448). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". General Counsel Approved Version 9/27/17 1 UTIL 1685 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's General Counsel Approved Version 9/27/17 2 UTIL 1685 agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. General Counsel Approved Version 9/27/17 3 UTIL 1685 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD For Contractor Name Lindsey Ste~henson Name Reinhard Sturm Title Senior Engineer, Utilities Title CEO and President Carlsbad Municieal Water District Address 131 Kissling St Address 5950 El Camino Real San Francisco, CA 94103 Carlsbad, CA 92008 Phone (763) 258-6662 Phone 760-603-7356 E-mail reinhard.sturm@wsoglobal.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. General Counsel Approved Version 9/27/17 4 UTIL 1685 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes [8J No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be General Counsel Approved Version 9/27/17 5 UTIL 1685 paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version 9/27/17 6 UTIL 1685 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR WATER SYSTEMS OPTIMIZATION, a Florida co? . By:~ ,/ (sign here) 1l. iL/ W /J-IH© fr v 111M. (print name/title) By: (sign here) (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: 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:~ Deputy General Counsel General Counsel Approved Version 9/27/17 7 Exhibit A wso -- Carlsbad Municipal Water District Proposal: Non-Revenue Water Technical Assistance Original Date: January 15, 2018 Revision Date: February 15, 2018 Ta: Lindsey Stephenson, P.E., Carlsbad Municipal Water District From: Reinhard Sturm and Lucy Andrews, Water Systems Optimization Background Carlsbad Municipal Water District (CMWD) compiles an annual AWWA-methodology water audit to track volumes of non- revenue water, engage with best management practices, and comply with California water loss reporting regulations. CMWD's recent water audits suggest that the system incurs 20 to 25 gallons of leakage per service connection per day, a performance that positions CMWD among California's more efficient retail urban water suppliers but nonetheless suggest's potential for cost-effective leakage recovery, especially when the cost of water imported from San Diego County Water Authority is considered. CMWD pursues leakage recovery through proactive acoustic leak detection and intends to complete a full-system survey by the end of 2018. Over the next few years, CMWD will also incorporate new technologies and data management systems into operations and customer service, most notably through a SCADA system upgrade, complete advanced metering infrastructure (AMI) installation, and the establishment of a district metered area (DMA). Furthermore, CMWD is evaluating opportunities for improving the water audit's accuracy and data validity grades where justifiable, which will intersect with upcoming data and instrumentation changes. This proactive engagement is preparing CMWD for State Water Resources Control Board water loss standards that will be established by July of 2020. In anticipation of these standards, CMWD could benefit from third-party evaluation of water loss management efforts to date and the development of a cohesive water loss control program that evolves with any system changes. As result, CMWD is seeking technical assistance with non-revenue water measurement, tracking, and management, especially in the context of forthcoming system upgrades and new state reporting requirements. Qualifications Water Systems Optimization (WSO), a small consulting firm based in San Francisco, specializes exclusively in water loss management. WSO's water loss management preeminence has been recognized by many industry leaders, ranging from the California Department of Water Resources to dozens of water utility managers throughout the United States. WSO has been the lead firm on all Water Research Foundation water loss control research studies, publications recognized as definitive guides to water loss analysis, data management, and program design. Additionally, WSO has worked with more than 60 utilities nationwide -40 utilities in California alone -to thoroughly compile and validate water audits and then recover revenue and leakage losses. WSO also pioneers new methodologies and partnerships that promote water loss control, including the recent Municipal Water District of Orange County (MWDOC) water loss control program and the California statewide Water Loss Technical Assistance Program (Water Loss TAP). Project Scope Goals wso - 1. Evaluate current non-revenue water tracking practices and identify impactful and feasible improvements to measurement and tracking practices, including customer meter testing and billing data analysis. 2. Analyze the results of proactive leak detection to estimate savings, return on investment, and the cost-effective frequency of future leak detection surveys. 3. Provide guidance on the implementation of new data collection and management systems to maximize insight into and management of non-revenue water volumes. 4. Establish periodic evaluation mechanisms for non-revenue water management and support future evaluation. Tasks Phase 1: Preparation and Inventory of Non-Revenue Water Data 1. CY2016 water audit, repair data, and leak detection results review: WSO will request a copy of CMWD's CY2016 water audit, supporting data, repair records, and leak detection documentation. WSO will specifically solicit an export of raw billing data (as available) to validate the billing data underlying the water audit and prepare for the arrival of new billing software and the AMI system. WSO will then review all files for gaps in information and analyze the billing data export for coherence, completeness, and consistency. WSO will also compare leak detection results to the water audit's estimate of leakage. 2. Water audit workshop: equipped with CMWD's CY2016 water audit, WSO will conduct a workshop with CMWD's water audit team to discuss each water audit input, including the data sources that contribute to that input and potential opportunities for improvement. This workshop will also serve to prepare for the compilation of the CY2017 water audit. 3. Interim report: WSO will document the results of the water audit workshop, assess leak detection and leak repair outcomes, and outline next steps in a brief report. The report will include a preliminary leakage profile modeled using repair records and leak detection results (commonly referred to as a component analysis of real losses). Phase 2: Development, Prioritization, and Implementation of Non-Revenue Water Strategy 1. Assessment of future data collection: WSO and CMWD will discuss data to be collected in the future through new systems (updated SCADA, AMI, and the DMA). After identifying the data that will become available, WSO and CMWD will plan for the integration of new data sources into non-revenue water tracking and management. Particularly, WSO will guide CMWD in AMI data management to ensure that the data and reporting functionalities necessary for non- revenue water management are available to CMWD staff in the future. 2. Strategy design: WSO will develop a non-revenue water strategy that outlines an implementation plan, including resources required and an anticipated schedule. The strategy will be organized in the same manner as the AWWA water balance and will identify actions for each source of non-revenue water. The strategy will highlight opportunities to improve non-revenue water tracking, data validity and accuracy, and water loss recovery. Specific recommendations for meter calibration and testing will be included. WSO and CMWD will then prioritize and schedule improvements by feasibility, impact, and resource requirements. 3. Meeting: WSO and CMWD staff will meet to review the draft non-revenue water strategy and prioritization. 2 wso - 4. Finalization of non-revenue water strategy: WSO will incorporate comments and finalize the non-revenue water strategy. 5. Pilot implementation: with WSO's support, CMWD staff will pilot data and non-revenue water improvements. Phase 3: Evaluation and Continued Technical Support of Non-Revenue Water Program 1. Periodic evaluation: WSO will meet in-person with CMWD at three months and then again at nine months after the non-revenue water strategy is finalized. Meeting will be used to evaluate progress on the non-revenue water strategy, quantify non-revenue water saved and estimate revenue recovered, and adjust planned activities as necessary. WSO will write and deliver short memorandums capturing each evaluation. 2. Continued periodic evaluation: WSO will meet with CMWD every six months after the task above to continue to provide periodic evaluation of CMWD's progress on the non-revenue water strategy. This continued periodic evaluation will be prepared under a future scope. 3. Continued technical support: to be prepared under a future scope, WSO can provide continual technical and/or analytic support to CMWD, as helpful and determined by budget available. Deliverables • Two reports and corresponding executive summaries (current status in task 1.3, strategy in task 2.3) • Slide decks used at in-person and remote meetings • Periodic evaluation memorandums • Analyses and spreadsheets used in strategy design, as relevant Budget WSO proposes a not-to-exceed budget of $34,448 for this scope of work, including travel expenses for four in-person work sessions. The budget will be billed each month on an hourly basis by task and staff member (see Table 1 on the following page). Expenses will be billed with receipts. Travel Expenses All travel expenses shall comply with the City of Carlsbad's Travel Policy as defined in attached Exhibit "B". Per diem is $64/day in Southern California based on the federal GSA rate. Each trip will be 1.5 days long. Therefore, the total per diem for the trip will be $96 ($64 x 1.5). wso - Table 1: Proposed Project Budget Name Reinhard Sturm lucyAndr-KlmMa-Total Role Project Director Project Manager Analy,t Hourly Roe, $2SO $140 $120 hours budg,t ""-l; --a11on and_,...., 1. CY2016 water audit, repair records, and leak detection results review 1 10 10 21 s 2,8SO 2. Water audit workshop 8 10 0 18 s 3,400 3. Interim ,eport 1 6 • 11 s 1,570 PhHe 1 Total 10 26 14 so $ 7,120 Phase 2: Strat-n-a-and PIiot 1-..A.-...ntatk>n 1. Aneument of future djlJ collection 2 10 4 16 s 2,380 2. Strategy deslsn 2 12 6 20 s 2,900 3, Meetlns 12 18 10 40 s 6,720 4. Pilot implementation 2 4 4 10 s 1,540 Phase 2 Total 18 44 24 16 $ 13,540 PhaM 3: E .. l .... tlon and Contlnu.d Toc:hnkal SuaD<>rt 1. Penodic evaluation 20 20 6 46 s 8,520 2. Continued periodic evaluation to bt budgetod In o yeor 2 scopt 3. Continued tec:hnlcal support to~ dtttrmfntd at pro~ct tmd bo.std on nttd Phase 3 Total 20 20 6 46 $ 1520 Tra ... EkpenMS • Four Trips $2,214 $2,214 $,t,561 Per D<trson D<tr trio; oirfort • $200· hot,/· $200· around lron,oartation • S7S: ou ditm • $96 Prolad T otol 41 90 44 112 $ 34,441 Timeline WSO proposes a project timeline extending through May of 2019 to allow enough time for pilot implementation and evaluation. Additional periodic evaluation and technical assistance beyond May 2019 can be scoped in a year 2 contract. An example timeline is offered in Figure 1 below. WSO ca n easily accommodate faster or slower paces of work, depending on CMWD's capacity and goals. Task Phase 1: Preparation and Inventory Phase 2: Strategy Design and Pilot Implementation Phase 3: Periodic Evaluation • = in-person meeting Figure 1: Proposed Timeline 2018 2019 Mar Apr May Jun Jul Au Se Oct Nov Dec Jan Feb Mar A r Ma * * • * Furlht>r work in 1019 and bt>yond will bt> scopt>d in a st>cond·yt>or contract. 4 (City of Carlsbad Council Policy Statement Category: Specific Subject: TRAVEL POLICY PURPOSE: Exhibit B Policy No. Date Issued: Effective Date: Resolution No. Cancellation Date: Supersedes No. 2 6/27/17 6/27/17 4 (dated 4/4/06) To establish a policy to be followed by Council Members, other elected officials, commission/board members, volunteers, and all city employees when traveling on city business. This policy supersedes all other travel policies. BACKGROUND: It is periodically necessary for city personnel to attend meetings, travel outside the city to conduct city business, and attend conferences, seminars and training sessions. Costs can vary considerably as there are various modes of transportation, various options for lodging, and relative price fluctuations among different geographic regions. The City Council has adopted a policy to control the costs involved, to ensure the expenditures are in the best interest of the public and an appropriate use of taxpayer funds, and to compensate individuals for actual necessary expenses related to meetings and business travel. DEFINITIONS: City Business Travel shall be defined as travel which requires elected officials, members of a commission or board, volunteers, or city employees to conduct specific items of city business away from their normal place of business. City Employee means any person regularly employed by the city, excluding elected officials, members of commissions, committees, authorities or boards, and volunteers. Commissioner shall mean any person appointed by the city council to an established board, committee, authority or commission. Volunteer shall mean any person donating their time through the city's volunteer program in support of city business and as outlined in a volunteer position description. Out-of-State Travel includes all costs related to business travel outside the State of California. In-State Travel includes all costs related to business travel within the State of California. Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences or training, such as travel to other city facilities. Page 1 of 4 Policy No. 2 POLICY: 1. In all cases requests for travel shall be limited to situations from which the city will derive a benefit through the attendance of a representative. 2. For City Council Members, all travel involving more than five (5) days should be approved in advance by the City Council. Travel offive (5) days or less need not have prior approval if funds are available in the current budget. The Mayor is authorized to approve extended overnight travel for emergency cases. 3. Except for elected officials, commissioners and board members, and City Council appointed employees, the number of City Employees attending any single conference should be limited to those whose attendance will provide a benefit to the city. Any number of elected officials, commissioners, or City Council appointed employees may attend conferences provided that funds are available for such purposes. 4. Anticipated in-state and out-of-state travel should be approved in the operating budget. The City Manager, or his/her designee, may approve any unanticipated in-state travel or unanticipated out-of-state travel to destinations within the continental United States if a business need exists and funds are available. City Council approval is required for unanticipated travel to destinations outside the continental United States and/or when additional funds are required. 5. Each officer, employee, advisory commissioner, and board member of the city is expected to be as thrifty and prudent as possible when traveling at the city's expense. To ensure stewardship of taxpayer funds and that city officers, employees, commissioners and board members are able to travel when necessary to accomplish essential city business, travel funds must be expended in the most economical and efficient way possible. 6. In order to comply with Internal Revenue Service (IRS) and State regulations, receipts are required for all business travel expenses, including all meal and entertainment expenses, for City Council Members and Commissioners. Receipts are also required for all City Employee business travel expenses. In the event a meal or incidental receipt totaling thirty dollars ($30) or less is lost, a City Employee may certify the expense with the information below to receive reimbursement. This certification may occur no more than one time over a two day period, two times over a four day period, or three times over a five day period. For all business travel expenses (including meals and entertainment), the following information must appear on the expense report and/or the receipts submitted: a. The amount of the expenditure. b. The date and place of the expenditure. c. The business purpose of the expenditure. d. The business relationship to the person entertained, as well as the individuals' names. The IRS considers the reimbursements "wages" subject to payroll tax withholding if the expenditures are not substantiated with the aforementioned information. The use of a city Page 2 of 4 Policy No. 2 credit card for payment of business meals and entertainment does not preclude the requirement to complete and submit an expense report with the appropriate support. 7. Travel advances to City Employees need to be substantiated or reimbursed as soon as possible upon completion of trip (normally within 30 days). No further city funds will be advanced for travel until the employee files his/her outstanding expense report. 8. Administration and interpretation of this policy will be as directed from time to time by the City Manager or his/her designee. The policy should be reviewed every five years for effectiveness. TRANSPORTATION: 1. Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the city after all expense items are tabulated, including travel time salary costs. 2. When the use of a private vehicle to destinations within 200 driving miles of the city limits is approved, mileage reimbursement shall be at the rate then currently prescribed by IRS regulations. Individuals with an auto allowance will not receive mileage reimbursements. However, use of city-owned vehicles is allowed for travel within 200 driving miles of the city limits. If use of a private vehicle to destinations beyond 200 driving miles is approved by the City Manager or his/her designee reimbursement shall not exceed the cost of a round trip coach or equivalent class air fare plus ground transportation between the airport and place of lodging. Exceptions, including use of a city-owned vehicle, are subject to approval by the City Manager or his/her designee (such as in cases where items required to be transported are not allowed on any other mode of public transportation). Such reimbursement, if applicable, shall be computed based on the mileage from the normal work location to the final destination. For the purpose of determining personal vehicle mileage reimbursement, the designated normal work location for each City Council Member, Commissioner, City Employee or Volunteer is the place where that individual spends the largest portion of his/her regular workday or working time, or the place to which he/she returns upon completion of regular or special assignments. The cost of the daily commute to the office is the City Council Member's, Commissioner's, City Employee's or Volunteer's responsibility. 3. When the use of public air carrier is approved, the city shall pay the lowest available fare at the time the reservation is booked. Upgrades to a higher class of air service will be at the employee's expense. The City Manager, or his/her designee, may authorize exceptions when a higher fare results in a lower overall cost to the city such as a fare that includes cancelation insurance. Business related air carrier Wi-Fi charges will be reimbursed up to $10 per flight. 4. Authorized travel time shall be based on that required by the most appropriate and expedient mode of public transportation. The additional travel time from anything less than the most appropriate and expedient mode will not be considered city work hours. Page3of4 Policy No. 2 5. While traveling, City Council Members, Commissioners, and City Employees are encouraged to use public transportation whenever possible. For example, courtesy shuttle service, buses, taxis, or limousine service should be utilized between airports and meeting locations when such services are reasonably available. Rental vehicles should only be used when other transportation is unavailable, untimely, or a rental vehicle is the most economical mode of transportation. In no case shall valet services for parking be reimbursed. 6. Reimbursement for travel time will be made in accordance with Fair Labor Standards Act (FLSA) guidelines. LODGING: 1. Lodging shall be obtained at the most economical rate available for good quality lodging. When there is an officially designated conference hotel, the traveler is encouraged to take advantage of these accommodations. Lodging expenses for spouses are not reimbursable, and any additional expenses beyond those required for the business traveler must be paid by the elected official, Commissioner or City Employee. 2. Business related Wi-Fi charges which are added to the lodging bill will be reimbursed up to $10 per day. Reimbursement of Wi-Fi charges in excess of this limit may be authorized by the City Manager or his/her designee, under special circumstances. MEALS AND INCIDENTAL EXPENSES: 1. Notwithstanding other limits stated elsewhere, the City Council will be reimbursed the actual costs of meals, plus tips and incidental expenses that are substantiated with a physical receipt while on official city business. 2. Each Commissioner or City Employee authorized to travel may submit the actual cost of meals, tips and incidental expenses for reimbursement up to a limit of $70 per day. If it is anticipated that this limit will be exceeded, then prior approval by the City Manager or his/her designee is required. The City Manager or his/her designee may approve such additional expenditures, within the limits of his/her expenditure authority, as necessary. 3. The city will not reimburse the cost of alcoholic beverages. 4. Reasonable amounts for tipping will be reimbursed, however, reimbursement for tips will not be made in excess of 20%. Page 4 of 4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Francisco ) / D= 0 ~ d On '3 { 22;!,~ I 8 bet me, ___ A_L~-e-:-e-,n-':s:t-e ~rt---+m+ce,,,_a_n ..... f-tt-itl--+--"ffe-t-,h/d_e_~----' ft~ic_e_r __ _ personally appeared ----~f\ ........... f ... ,~°"kJ"-""'""-"4---)'1-1:-1.--"-v_,(-=\.,v\...:......,,. ______________ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing para aph is true and correct. ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _____________ Document Date: _______ _ Number of Pages: ___ Signer(s) Other Than Named Above: ____________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ____________ _ Signer's Name: ____________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ______________ _ D Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: _________ _ ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 WATER SYSTEMS OPTIMIZATION, INC. (a Florida Corporation) WRITTEN RESOLUTION OF THE DIRECTORS We, the undersigned. being the directors of the Company entitled to vote, hereby RESOLVE: THAT the persons whose names are given below with their sample signatures are INDIVIDUALLY and INDEPENDENTLY authorized to sign all of the documentation relevant to any contract with CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of I 91 I, and a Subsidiary District of the City of Carlsbad, relating to an AGREEMENT FOR NON-REVENUE WATER TECH INC AL SERVICES This authorization covers the authority to sign offers, enter into negotiations and sign any eventual agreements or contracts of behalf of Water Systems Optimization, Inc. ~M President and CEO Dated: 21 March, 2018 Authorized persons: Name Reinhard Sturm Sample signature :1 ~· STEPHEN PRESTON Treasurer and Secretary ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/15/2018 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 riahts to the certificate holder in lieu of such endorsementlsl. PRODUCER CONTACT Ashlev Landrv NAME: Arthur J. Gallagher Risk Management Services, Inc. P~2N.7-~ ... 985-513-5061 IF~~ .. ..~,-PO Box 100 ~;..M_AJ~~~-Ashley Landry@ajg.com Plattenville LA 70393 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A ,StarStone National Insurance Comoanv 25496 INSURED INsuRER B, Underwriters at Llovd's, London 11230 WATER SYSTEMS OPTIMIZATION, INC. INSURERC: 1410 Donelson Pike, Suite A1 INSURER D: NASHVILLE TN 37217 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 942921088 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lNSR ,. ·~· ,~3hli~, /~~}-lg~, LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER LIMITS B X COMMERCIAL GENERAL LIABILITY y PGIARK0369303 4/12/2017 4/12/2018 EACH OCCURRENCE $1,000,000 f------~ CLAIMS-MADE us] OCCUR DAMAGE TO RENTED PREMISES IEa occurrence\ $100,000 MED EXP (Any one person) $10,000 ~ PERSONAL & ADV INJURY $1,000,000 ~ GEN"L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 Fl D PRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY PGIARK0369303 4/12/2017 4/12/2018 :,1NGLE LIi I iEa accident\ $1,000,000 ~ ANY AUTO BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED ~ NON-OWNED iP~?~tc~d~~t?AMAGE X AUTOS ONLY X AUTOS ONLY $ ~ $ A UMBRELLA LIAB M OCCUR 72686D175ALI 4/12/2017 4/12/2018 EACH OCCURRENCE $2,000,000 -X EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 / oEo Ix I RETENTION so $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ B Professional Liability PGIARK0369303 4/12/2017 4/12/2018 Each Occurrence $3,000,000 Retroactive Date: Aggregate $3,000,000 / 04/01/2002 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) The City of Carlsbad is an Additional Insured as respects General Liability policy, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. The insurance provided in the General Liability policy is primary and any other insurance shall be excess. 30 days notice of Cancellation. 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 c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668-ECM #35050 New York NY 10163-4668 AUTHORIZED REPRESENTATIVE I ~~R- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 76 WEG KZ5029 Endorsement Number: Effective Date: O 7 / O 3 / l 7 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WATER SYSTEMS OPTIMIZATION INC 1410 DONELSON PIKE STE Al NASHVILLE, TN 3 7 2 1 7 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our rlght against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US • SCHEDULE ( Countersigned by --------------,---=--=------ Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 04/16/17 Polley Expiration Date: 07 /03/ 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Polley Number: 7 6 WEG KZ 5 o 2 9 Endorsement Number: Effective Date: 0 7 / 0 3 / 1 7 Effective hour Is the same as stated on the Information Page of the policy. Named Insured and Address: WATER SYSTEMS OPTIMIZATION INC 141 0 DONELSON PIKE STE Al NASHVILLE, TN 37217 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 per1orm work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. 2 % of the California workers' compensation SCHEDULE Person or Organization ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Job Description BLANKET OPERATIONS Countersigned by --------------,-----,-----,c-=-------,--,-,--- Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 04/16/17 Policy'Explratlon Date: 07/03/18 --~ Rating Services = Rating Search: Search iltPrint ti f OF 9Help Advanced Search StarStone National Insurance Company A.M. Best#: 002512 NAIC #: 25496 FEIN#: 951429618 Administrative Office Harborside Plaza 5 185 Hudson Street Suite 2600 View Additional Address Information Assigned to "'""~'1111 .. ·· lhllmi;_ .. ; t.BEST 1 insurance 11r . .. : Jersey City, fill 07311 United States Web: www.starstone.com Phone: 201-743-7700 Fax: 201-743-7701 companies that have, in our opinion, an excellent ability to meet their ongoing insurance obligations. View add1t1onal news reports and products for thrs company Based on A.M. Best's analysis, 055579 -Enstar Group Limited is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: Financial Size Category: Outlook: Action: Effective Date: Initial Rating Date: A-(Excellent) g (Group) XI ($750 Million to $1 Billion) Stable Affirmed September 15, 2017 June 30, 1949 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: Effective Date: Initial Rating Date: a- Stable Affirmed September 15, 2017 May 20, 2005 Powered by A.M. Best's Global Insurance Database Best's Credit Rating Analyst Rating Issued by: A.M. Best Rating Services, Inc. Senior Financial Analyst: Scott Mangan Director: Steven M. Chirico, CPA Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries September 15, 2017 Page 1 o/3 u Denotes Under Review Best's Rating Rating History A.M. Best has provided ratings & analysis on this company since 1949. Financial Strength Rating Long-Term Issuer Credit Rating Effective DateRating Effective DateRating 9/15/2017 A-9/15/2017 a- 6/10/2016 4/30/2015 4/4/2014 7/11/2013 11/16/2012 A- A- A- A-u A- 6/10/2016 4/30/2015 4/4/2014 7/11/2013 11/16/2012 a- a- a- a-u a- Best's Credit Reports \l.::..., Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along '·.-r' with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 10/30/2017 (represents the latest significant change). q.::... Historical Reports are available in Best's Credit Report Archive. \_ i· View additional news, reports and products for this company. Press Releases Sep 15, 2017 Jun 10, 2016 Apr 30, 2015 Apr 04, 2014 Apr 04, 2014 Jul 11, 2013 Jul 11, 2013 Nov 16, 2012 Jan 20, 2012 A.M. Best Affirms Credit Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries A.M. Best Affirms Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries A.M. Best Revises Outlook to Stable for Torus Insurance (Bermuda) Limited and Its Subsidiaries A.M. Best Removes Ratings of Torus Insurance Holdings Limited's U.S. Subsidiaries From Under Review; Assigns Negative Outlook A.M. Best Removes Ratings of Torus Insurance Holdings Limited and Its Subsidiaries from Under Review; Assigns Negative Outlook A.M. Best Places Ratings ofTorus Insurance Holdings Limited's U.S. Subsidiaries Under Review With Negative Implications A.M. Best Places Ratings of Torus Insurance Holdings Limited and Its Subsidiaries Under Review With Negative Implications A.M. Best Affirms Ratings of Torus Specialty Insurance Company and Torus National Insurance Company A.M. Best Downgrades Ratings of First Sealord Surety, Inc. J!.J~G 2 3 ~i.!':J Page size: ~i 23 items in 3 pages Powered by A.M. Best's Global Insurance Database Page 2 o/3 Find a Best's Credit Rating Enter a Co,noa1v Name Advanced Search European Union Disclosures How to Get a ~ Best's Credit Rating \t:::) Beat'& Credit Ratings @ Mobile App II A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit Ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of Credit Rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copyright© 2018 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. Powered by A.M. Best '.5 Global Insurance Database Page 3 of3 _ -~ Rating Services = Rating Search: Search .__ _____ llt_P_r_in_t_r.i_.f OF 9Help Advanced Search StarStone National Insurance Company A.M. Best#: 002512 NAIC #: 25496 FEIN#: 951429618 Administrative Office Harborside Plaza 5 185 Hudson Street Suite 2600 View Additional Address Information Assigned to n-~,o1s1.,..,, ...,._ . I.HST Jersey City, "1.1 07311 United States Web: www.starstone.com Phone: 201-743-7700 Fax: 201-743-7701 insurance ~ companies that have, in our opinion, an excellent ability to meet their ongoing insurance obligations. View add1t1onal news reports and products fo1 this company Based on A.M. Best's analysis, 055579 -Enstar Group Limited is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: Financial Size Category: Outlook: Action: Effective Date: Initial Rating Date: A-(Excellent) g (Group) XI ($750 Million to $1 Billion) Stable Affirmed September 15, 2017 June 30, 1949 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: Effective Date: Initial Rating Date: a- Stable Affirmed September 15, 2017 May 20, 2005 Powered by A.M. Best's Global Insurance Database Best's Credit Rating Analyst Rating Issued by: A.M. Best Rating Services, Inc. Senior Financial Analyst: Scott Mangan Director: Steven M. Chirico, CPA Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries September 15, 2017 Page I of3 u Denotes Under Review Best's Rating Rating History AM. Best has provided ratings & analysis on this company since 1949. Financial Strength Rating Long-Term Issuer Credit Rating Effective DateRating Effective DateRating 9/15/2017 A-9/15/2017 a- 6/10/2016 A-6/10/2016 a- 4/30/2015 4/4/2014 7/11/2013 11/16/2012 A- A- A-u A- 4/30/2015 4/4/2014 7/11/2013 11/16/2012 a- a- a-u a- Best's Credit Reports ~.::.. •. Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along ·.-r with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 10/30/2017 (represents the latest significant change). \l.a:... Historical Reports are available in Best's Credit Report Archive. '._-!' View additional news, reports and products for this company. Press Releases Sep 15, 2017 Jun 10, 2016 Apr 30, 2015 Apr 04, 2014 Apr 04, 2014 Jul 11, 2013 Jul 11, 2013 Nov 16, 2012 Jan 20, 2012 A.M. Best Affirms Credit Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries A.M. Best Affirms Ratings of StarStone Insurance Bermuda Limited and Its Subsidiaries A.M. Best Revises Outlook to Stable for Torus Insurance (Bermuda) Limited and Its Subsidiaries A.M. Best Removes Ratings of Torus Insurance Holdings Limited's U.S. Subsidiaries From Under Review; Assigns Negative Outlook A.M. Best Removes Ratings of Torus Insurance Holdings Limited and Its Subsidiaries from Under Review; Assigns Negative Outlook A.M. Best Places Ratings of Torus Insurance Holdings Limited's U.S. Subsidiaries Under Review With Negative Implications A.M. Best Places Ratings of Torus Insurance Holdings Limited and Its Subsidiaries Under Review With Negative Implications A.M. Best Affirms Ratings of Torus Specialty Insurance Company and Torus National Insurance Company A.M. Best Downgrades Ratings of First Sealord Surety, Inc. ..!!_,~Fl 2 3 i--~--"~· Page size: ._1_0 __ 1 23 items in 3 pages Powered by A.M. Best's Global Insurance Database Page 2 of 3 Find a Best's Credit Rating Advanced Search European Union Disclosures HowtoGeta f'i:+:\. Best's Credit Rating \e,) Best's Credit Ratings @ Mobile App II A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit Ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of Credit Rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copyright© 2018 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. Powered by A.M. Best's Global Insurance Database Page3 of3 <~> A.lvl. Best RatinL!: Services = '-- Rating Search: < Print '3 PDF -,_..,Help Lloyd's A.M. Best#: 085202 Domiciliary Address One Lime Street London EC3M ?HA, United Kingdom AUN #: AA 1122000 Web: www.lloyds.com Phone: 44-207-327-1000 Fax: 44-207-327-5211 Search Advance~ Search Assigned to ..._......,-. insurance companies ~ that have, in our opinion, an excellent ability to meet their ongoing insurance obligations. View add1t1onal news reports and products for this company Based on A.M. Best's analysis, 085202 -Lloyd's is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Financial Size Category: Outlook: Action: Effective Date: Initial Rating Date: A (Excellent) XV ($2 Billion or greater) Stable Affirmed July 20, 2017 October 01, 1997 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: Effective Date: Initial Rating Date: a+ Stable Affirmed July 20, 2017 August 12, 2004 u Denotes Under Review Best's Rating AMB Rating Unit Note: This data record represents an AMB Rating Unit and the following Best's Credit Ratings are based on the consolidated financials assigned to this record. Powered by A.M. Best's Global Insurance Database Best's Credit Rating Analyst Rating Issued by: A.M. Best Europe -Rating Services Ltd. Director-Analytics: Mathilde Jakobsen Senior Director-Analytics: Catherine Thomas Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of Lloyd's July 20, 2017 Page I of3 AMB # Company Name 078649 Lloyd's Insurance Company (China) Ltd Rating History Best's FSR A Best's ICR a+ A.M. Best has provided ratings & analysis on this company since 1997. Financial Strength Rating Effective Date Rating 7/20/2017 A 7/21/2016 A 7/22/2015 A 7/24/2014 A 7/19/2013 A 7/26/2012 A Related Financial and Analytical Data Long-Term Issuer Credit Rating Effective Date Rating 7/20/2017 a+ 7/21/2016 a+ 7/22/2015 a+ 7/24/2014 a+ 7/19/2013 a+ 7/26/2012 a+ The following links provide access to related data records that A.M. Best utilizes to provide financial and analytical data on a consolidated or branch basis. AMB # Company Name Company Description 087100 Lloyds Underwriters CAB Represents the Property/Casualty financials for the Canada Branch of this legal entity. Best's Credit Reports \l.a::;..t Learn more about Lloyd's or read Best's Credit Report on this important market at our Lloyd's page View additional news, reports and products for this company. Powered by A.M. Best's Global Insurance Database Page2of3 Jan 12, 2018 Dec 21, 2017 Dec 15, 2017 Nov 30, 2017 Nov 27, 2017 Nov 22, 2017 Nov 21, 2017 Oct 27, 2017 Oct 06, 2017 Oct 05, 2017 A.M. Best Affirms Credit Ratings of Travelers Insurance Company Limited A.M. Best Affirms Credit Ratings of Qatar Insurance Company S.A.Q. and Its Main Subsidiaries A.M. Best Affirms Credit Ratings of Beazley Insurance Designated Activity Company and Beazley Insurance Company, Inc. A.M. Best Affirms Credit Ratings of Labuan Reinsurance (L) Ltd A.M. Best Assigns Credit Ratings to Ascot Reinsurance Company Limited A.M. Best Affirms Credit Ratings of Arab Insurance Group (B.S.C) A.M. Best Affirms Credit Ratings of Lancashire Holdings Limited and Its Subsidiaries A.M. Best Affirms Credit Ratings of Armour Secure Insurance S.A. de C.V. A.M. Best Affirms Credit Ratings of Lloyd's Syndicate 3000 A.M. Best Affirms Credit Ratings of Reaseguradora Patria, S.A. L!!j~_J1j 2 3 4 5 6 7 8 9 10 ... ,!...;i.!!,J Page size: 1~ 155 items in 16 pages European Union Disclosures A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a l1m1ted liability company incorporated and domiciled in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit Ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of Credit Rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About A.M. Best I Site Map I Customer Service I Member Center I Contact Info I Careers I Terms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copyright© 2018 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. Powered by A.M. Best's Global Insurance Database Page 3 of 3 Policy Number: PGIARK03693-03 / COMMERCIAL GENERAL LIABILITY CG 20 10 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 Organization(s): Locatlon(s) Of Covered Operations Any Person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an Additional Insured. However, this status exists only for the project specified in that contract. Information reaulred 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 behalt, in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2 That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 Policy number; PGIARK03693-03 /' 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) Location And Description Of Completed Or Oraanizationlsl: Ooerations Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. Information reauired to comolete this Schedule, if not shown 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 organlzatlon(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 POLICY NUMBER: PGIARK03693-03 COMMERCIAL GENERAL LIABILITY CG24041093 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(s) or organization(s) whom the Named Insured agrees, in a written contract, to provide a waiver of subrogation. However, this status exists only for the project specified in that contract. (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 -COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Insurance Services Office, Inc., 1992 PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT This endorsement changes the Policy. Please read it carefully. SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to provide Primary and/or Non-contributory status of this insurance. However, this status exists only for the project specified in that contract. In consideration of the premium charged, it is hereby agreed that this policy shall be considered primary to any similar insurance held by third parties in respect to work performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which the person(s) or organization(s) named in the schedule may have is excess and non-contributory to this insurance. PGI EL 020 0210 Page 1 of 1 POLICY: PGIARK.03693-03 WAIVER OF SUBROGATION ENDORSEMENT This endorsement changes the Policy. Please read it carefully. This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE CONTRACTORS POUUTION LIABILITY COVERAGE SCHEDULE Name of Person or Organization: Any person(s} or organization(s} to whom the Named Insured agrees, in a written contract, to provide a waiver of subrogation. However, this status exists only for the project specified in that contract. The Company waives any right of recovery it may have against the person or organization shown in the above Schedule because of payments the Company makes for injury or damage arising out of the insured's work done under a contract with that person or organization. The waiver applies only to the person or organization in the above Schedule. Under no circumstances shall this endorsement act to extend the policy period, change the scope of coverage or increase the Aggregate Limits of Insurance shown in the Declarations. PGI EL 019 0210 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO AND NONOWNED AUTO LIABILITY SCHEDULE Insurance is provided only with respect to those coverages for which a specific premium charge is shown: Coverage Sublimits of Insurance Additional Premium $1,000,000 Each CLAIM A. Hired Auto Liability $1,000,000 General Aggregate $ Included $1,000,000 Each CLAIM B. Nonowned Auto Liability $1,000,000 General Aggregate $ Included ' Regardless of the number of coverages involved: 1. the Sublimit of Insurance shown in this endorsement for Each CLAIM is the most WE will pay for all loss for DAMAGES and CLAIM EXPENSE arising out of any one CLAIM; and 2. the Sublimit of Insurance shown in this endorsement for the General Aggregate is the most WE will pay for all loss for DAMAGES and CLAIM EXPENSE for each POLICY PERIOD. The Sublimits of Insurance shown for A and B. in the Schedule above are part of, and not in addition to, the Limits of Insurance shown on the Declarations. WE will not be obligated to undertake or defend any SUIT or proceeding, which is subject to the Sublimits of Insurance stated in this endorsement, after the applicable Sublimits of Insurance are exhausted. HIRED AUTO LIABILITY The insurance provided under COVERAGE A (SEC- TION I) applies to BODILY INJURY or PROPERTY DAMAGE arising out of the maintenance or use of a HIRED AUTO by YOU or YOUR EMPLOYEES in the course of YOUR business. NONOWNED AUTO LIABILITY The insurance provided under COVERAGE A (SEC- TION I) applies to BODILY INJURY or PROPERTY DAMAGE arising out of the use of any NONOWNED AUTO in YOUR business by any person other than YOU. With respect to the insurance provided by this endorsement: The exclusions, under COVERAGE A (SECTION I), other than exclusions a., b., d., f. and i. are deleted and the following exclusions are added: 1. BODILY INJURY: (a) To an EMPLOYEE of the insured arising out of and in the course of employment by the insured; or (b) To the spouse, child, parent, brother or sister of that EMPLOYEE as a consequence of paragraph (a) above. This exclusion applies: (a) Whether the insured may be liable as an employer or in any other capacity; and (b) To any obligation to share DAMAGES with or repay someone else who must pay DAMAGES because of the injury. This exclusion does not apply to: (a) Liability assumed by the insured under an INSURED CONTRACT; or (b) BODILY INJURY arising out of and in the course of domestic employment by the insured unless benefits for such injury are in whole or in part either payable or required to be provided under any workers compensation law. 2. PROPERTY DAMAGE to: Includes copyrighted material of ISO Properties, Inc., wHh i1s permission. Copyright, ISO Properties, Inc., 1994 Page 1 of 2 PGI EL 022 0210 Page 1 of 2 (a) Property owned or being transported by, or rented or loaned to the insured; or (b) Property in the care, custody or control of the Insured. WHO IS AN INSURED (SECTION 11) is replaced by the following: Each of.the following is an insured under this insurance to the extent set forth below: 1. YOU; 2. Any other person using a HIRED AUTO with YOUR permission; 3. With respect to a NONOWNED AUTO, any partner or executive officer of YOURS, but only while such NONOWNED AUTO Is being used in YOUR business; and 4. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under 1., 2., or 3. above. None of the fol_lowing is an insured: 1. Any person while performing duties related to the conduct of YOUR business with respect to BODILY INJURY to any co-EMPLOYEE of such person injured in the course of employment; 2. Any person while performing duties related to the conduct of YOUR business with respect to BODILY INJURY to any EMPLOYEE injured in the course of employment; 3. Any partner or executive officer with respect to any AUTO owned by such partner or officer or a member of his or her household; 4. Any person while employed in or otherwise engaged in duties in connection with an AUTO BUSINESS, other than an AUTO BUSINESS YOU operate; 5. The owner or lessee (of whom YOU are a sublessee) of a HIRED AUTO or the owner of a NONOWNED AUTO or any agent or EMPLOYEE of any such owner or lessee; or 6. Any person or organization with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a NAMED INSURED in the Declarations. The following additional definitions apply: AUTO BUSINESS means the business or occupation of selling, repairing, servicing, storing or parking AUTOS. HIRED AUTO means any AUTO YOU lease, hire, rent or borrow. This does not include any AUTO YOU lease, hire, rent or borrow from any of YOUR EMPLOYEES or members of their households, or from any partner or executive officer of YOURS. NONOWNED AUTO means any AUTO YOU do not own, lease, hire, rent or borrow which is used in connection with YOUR business. However, if YOU are a partnership, a NONOWNED AUTO does not include any AUTO owned by any partner. Includes copyrighted material of ISO Properties, Inc., with its pennlssion. Copyright, ISO Properties, Inc., 1994 PGI EL 022 0210 Page 2 of 2