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Home My WebLink AboutWelch, Michael R.; 2013-12-09; UTIL1054UTIL1054 General Counsel Approved Version 9/27/16 1 AMENDMENT NO. 5 TO EXTEND THE AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY EXPANSION PROJECT ENGINEERING SERVICES MICHAEL R. WELCH This Amendment No. 5 is entered into and effective as of the _______ day of ______________________________, 2018, amending the agreement dated December 9, 2013 (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 Michael R. Welch, a sole proprietorship, (“Contractor") (collectively, the “Parties”). RECITALS A. On November 18, 2015, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of one (1) year until December 8, 2016; and B. On November 17, 2016, the Parties executed Amendment No. 2 to the Agreement to alter the Agreement’s scope of work to review and comment on Tentative Order No. R9-2016-0183 for the Carlsbad Water Recycling Facility and to extend the Agreement for a period of one (1) year until December 8, 2017; and C. On March 14, 2017, the Parties executed Amendment No. 3 to the Agreement to alter the Agreement’s scope of work to prepare and help implement the work plan for a nitrate study required by Regional Water Quality Control Board (RWQCB) Order No. R9-2016-0183 and to extend the Agreement for a period of one (1) year until December 8, 2018; and D. On May 22, 2018, the Parties executed Amendment No. 4 to the Agreement to extend the Agreement for a period of one (1) year until December 8, 2018; and E. 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. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on December 8, 2019. 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 Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// DocuSign Envelope ID: ED29E8F9-FA49-4713-A5EA-3F1AC205678A September 12th UTIL1054 General Counsel Approved Version 9/27/16 2 6. 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 MICHAEL R. WELCH, a sole proprietorship 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: By: (sign here) Terry Smith, Interim General Manager Michael R. Welch, Owner (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: ED29E8F9-FA49-4713-A5EA-3F1AC205678A The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTEDEACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. 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. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. 10/4/2017 Cavignac & Associates450 B Street, Suite 1800San Diego CA 92101 Michael R. Welch, Ph.D., P.E. Consulting Engineer2735 San Clemente TerraceSan Diego CA 92122-4030 Sentinel Insurance Company XL Specialty Company 11000 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com MICHRWE-01 885170560 A Y 72SBWAQ2708 10/3/2017 10/3/2018 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 X X X X B Professional Liability DPS9907420 10/21/2016 10/21/2019 Ea ClaimAggregate $1,000,000$2,000,000 Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. Professional Liability - Claims made form,defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpaymentof premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York NY 10163-4668 ., UTIL 1054 AMENDMENT NO.4 TO AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY EXPANSION PROJECT ENGINEERING SERVICES MICHAEL R. WELCH This Amendment No.4 is entered into and effective as of the M day of (:'\aj , 2018, amending the agreement dated December 9, 2013 (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 Michael R. Welch, a sole proprietorship, ("Contractor") (collectively, the "Parties"). RECITALS A On November 18, 2015, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of one (1) year until December 8, 2016; and 8. On November 17, 2016, the Parties executed Amendment No. 2 to the Agreement to alter the Agreement's scope of work to review and comment on Tentative Order No. R9-2016-0183 for the Carlsbad Water Recycling Facility and to extend the Agreement for a period of one (1) year until December 8, 2017; and C. On March 14, 2017, the Parties executed Amendment No. 3 to the Agreement to alter the Agreement's scope of work to prepare and help implement the work plan for a nitrate study required by Regional Water Quality Control Board (RWQCB) Order No. R9-2016-0183 and to extend the Agreement for a period of one (1) year until December 8, 2018; and D. The Parties desire to alter the Agreement's scope of work to analyze the data from the nitrate study work plan, prepare nitrate compliance report, and help present the nitrate compliance report to the RWQCB; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed forty-two thousand one hundred sixty dollars ($42, 160). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed twelve thousand, two hundred, forty dollars ($12,240). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by December 8, 2018. General Counsel Approved Version 9/27/16 UTIL 1054 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. 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 MICHAEL R. WELCH, a sole proprietorship By: By: (sign here) Michael R. Welch (print name/title) (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 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: -~-~.....-;..ao:;...____ Deputy General Counsel General Counsel Approved Version 9/27/16 2 April 30, 2018 Ms. Lindsey Stephenson, P.E. Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 Dear Ms. Stephenson: Exhibit "A" Michael R. Welch, Ph.D., P .E. CONSULTING ENGINEER 2735 San Clemente Terrace San Diego, CA 92122-4030 Office: (858) 625-0167 Fax: (858) 625-0267 email: mwelchl@san.rr.com Subject: Proposal for Support Services Prepare Nitrate Compliance Study Regional Water Quality Control Board (RWQCB) Order No. R9-2016-0183 establishes requirements for the treatment and use of recycled water within the Carlsbad service area. Special Provision VI.C of Order No. R90-2016-0 I 83 requires Carlsbad to submit a nitrate compliance study by June 15, 2018 that assesses compliance of Carlsbad recycled water operations with RWQCB Basin Plan groundwater quality objectives for nitrate. This letter presents a proposal to assist Carlsbad in developing and preparing the required nitrate compliance study. The nitrate compliance study would be prepared in accordance with the work plan previously submitted by Carlsbad to the RWQCB in September 2017. Proposed Budget. Preparing the nitrate compliance study is a follow-up step to work previously authorized by Carlsbad related to the CWRF recycled water permit. As shown in Table I (page 3), a total of $4,070 of unspent budget authorization remains from this prior work that can be applied toward completing the required nitrate study. I propose to prepare the nitrate study on a time-and-materials basis under your direction at my hourly rate of $170. Table 2 (page 3) summarizes tasks proposed for preparing the study, which include: • preparing an initial draft version of the nitrate compliance study that utilizes data collected by Carlsbad as part of the work plan previously submitted to the RWQCB, • preparing a final submittal version of the nitrate compliance study that incorporates Carlsbad comments on the draft version, and • assisting Carlsbad in presenting the study results to the RWQCB and in addressing RWQCB comments or questions. Table 2 (page 3) also presents estimated hours and costs for preparing the nitrate compliance study. As shown in Table 2, total costs for preparing the nitrate compliance study are estimated at $16,320. If the $4,080 unspent budget from prior projects is applied to the nitrate compliance study effort, an additional budget authorization of $12,240 ($ I 6,320 less $4,080) would be sufficient to complete the nitrate compliance study. Costs would be commensurately less if fewer than the estimated 92 hours are required to prepare the nitrate compliance study. Proposal for Support Services Prepare Nitrate Compliance Study Carlsbad Water Recycling Facility April 30, 2018 Page 2 Exhibit "A" Proposed Schedule. R WQCB Order No. R9-2016-0183 requires Carlsbad to submit the nitrate compliance study to the RWQCB by June 15, 2018. To meet this deadline, we should target completion of the initial draft version of the nitrate compliance study by June 1, 2018. Complicating Factors. As we have discussed, the unusually high groundwater nitrogen concentrations that exist in Monitoring Well #3 at the downstream portion of the Crossings Golf Course represent a complicating factor in the study. To address this issue, the nitrate study will present historic groundwater quality at this monitoring well to establish an overall trend of improving groundwater nitrate quality since recycled water use was initiated. It is unknown, however, how the R WQCB will respond to these high groundwater nitrate concentrations. After submittal of the nitrate compliance plan, the possibility exists that these existing high nitrate concentrations may cause the RWQCB to require Carlsbad to perform additional studies to assess nitrate compliance. Insurance. As with my prior work on CWRF permitting issues, I maintain insurance coverage in accordance with City of Carlsbad and Carlsbad Municipal Water District requirements. I also maintain a City of Carlsbad business license(# 121007). Please call me if you have any questions about the proposed effort to prepare the CWRF nitrate compliance study. Thank you for the opportunity to present this proposal. Sincerely, Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER Proposal for Support Services Prepare Nitrate Compliance Study Carlsbad Water Recycling Facility April 30, 2018 Exhibit "A" Page 3 Table I Summary of Available Budget from Prior Carlsbad Water Recycling Facility (CWRF) Permittin2 Projects Authorized Project Authorized Budget Expenditures to Date Remaining Unspent (as of 4/30/2018) Budget Prepare CWRF Report of Waste Discharge $ 14,400 $ 14,400 0 Assist Carlsbad in reviewing tentative CWRF permit 1,920 1,920 0 Prepare nitrate study work plan 13,600 9,5201 4,0802 TOTALS $ 29,920 $ 25,840 $ 4,080 Includes work invoiced through October 2, 2017, plus $1,700 of work that has been performed subsequent to October 2, 2017 that has not yet been invoiced to Carlsbad. 2 Includes $5,780 authorization that remains after the prior invoice dated October 2, 2017, less $1,700 of work that has been performed subsequent to October 2, 2017 that has not yet been invoiced to Carlsbad. Table 2 Breakdown of Estimated Hours and Costs p repare N' 1trate ompiance tu Jy -ar s a ater ecyc mg ac1 1ty C r s d C I b dW R r F T Task Hours Cost @$170/hour I. Prepare initial draft version of nitrate study that includes the following: • Quantify nitrogen concentrations and loads in CWRF recycled water supplies . • Identify portions of the Carlsbad recycled water use area where Basin Plan nitrogen objectives are in effect. • Quantify recycled water use and nitrate loads and demonstrate that recycled water use is predominantly for landscape irrigation. • Assess historic and trending nitrate conditions at the Crossings Golf Course monitoring 80 13,600 wells. • Present a brief literature review of typical nitrate load rates and nitrogen uptake rates for landscape irrigation. • Evaluate the potential for exceedancc of Basin Plan groundwater nitrate objectives . • Identify practices or alternatives recommended to ensure compliance with Basin Plan groundwater quality objectives for nitrate. 2. Attend up to one internal meeting with Carlsbad staff to review the draft nitrate compliance study. Review Carlsbad comments on the initial draft nitrate compliance study and prepare 8 1,360 a revised version that addresses Carlsbad comments. 3. Attend one meeting with Carlsbad and RWQCB Board staff to present and review the 8 1,360 study. Assist Carlsbad in addressing RWQCB questions or comments on the nitrate study. Mileage and direct expenses (included as part of billing rate overhead) --No charge SUBTOTAL -Prepare Draft and Final Nitrate Study 92 $16,320 Remaining Authorization from Nitrate Work Plan budget (as of4/30/2018)1 ---4,0803 REQUESTED ADDITIONAL BUDGET FOR NITRATE STUDY ---$ 12,240 3 See Table I above for breakdown. Remaining authorization ($5,780 less $1,700) accounts for $1,700 of work that has been performed but has not yet been invoiced to Carlsbad ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 10/4/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement{sl. PRODUCER CONTACT Certificate Department NAME: Cavignac & Associates P~£>N.t ~-••· 619-744-0574 I rt~ ··-·· 619-234-8601 450 B Street, Suite 1800 ~~~A.!~~~-certificates@cavignac.com San Diego CA 92101 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A ,Sentinel Insurance Company 11000 INSURED MICHRWE-01 INSURER B ,XL Specialty Company Michael R. Welch, Ph.D., P.E. Consulting Engineer INSURERC: 2735 San Clemente Terrace INSURER D: San Diego CA 92122-4030 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 885170560 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY y 72SBWAQ2708 10/3/2017 10/3/2018 EACH OCCURRENCE $2,000,000 -D CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $2,000,000 - GEN"L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 =l 0 PR~ ~ LOC POLICY X JECT PRODUCTS -COMP/OP AGG $4,000,000 OTHER: $ AUTOMOBILE LIABILITY ttNGLc LIMI l (Ea accident $ -ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODIL y INJURY (Per accident) $ --NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS /Per accident) $ --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY 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 $ ~~it~rtf~~ 'b'1oPERATIONS below E.L. DISEASE -POLICY LIMIT $ B Professional Liability DPS9907420 10/21/2016 10/21/2019 Ea Claim $1,000,000 ,/ Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. Professional Liability -Claims made form, defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. 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 ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy Number 72SBWAQ2708 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words •we·, "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL ANO ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising Injury" to which this Insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any ·occurrence" or offense and settle any claim or ·suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment cA judgments, settlements or medical expenses t> which this Insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension -Supplementary Paymen1s. b. This insurance applies: (1) To "bodily injury" and "property damage• only if: Form ss 00 08 04 05 {a) The "bodily injury· or ·property damage" is caused by an "occurrence• that takes place In the "coverage territory"; (b) The "bodily injury" or "property damage" occurs clJring the policy period;and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily Injury" or "property damage• had occurred, In whole or in part. If such a listed insured or authorized •employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. {2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or •property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer: Page 1 of24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or daim for damages because of the "bodily injury" or "property damage"; or {3) Becorres aware by any other rreans that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" indude damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. lncldental Medical Malpractlce {1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: {a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: {1) On premises you own or rent; {2) On ways next to premises you own or rent; or (3) Because of your operations; provided that (1) The accident takes place in the "coverage territory" and during the policy period; {2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of24 examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: {1) First aid administered at the time of an accident: {2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and {3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit9 we Investigate or settle, or any "suit" against an insured we defend: {1) All expenses we incur. {2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. {3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. {5) All costs taxed against the insured in the "suit". {6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit". we will defend that indemnitee if all of the following conditions are met: (1) The "suit against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an ·insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indernnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indernnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (I) Cooperate with us in the investigation, settlement or defense of the "suit"; (II) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (Ill) Notify any other insurer whose coverage is available to the indemnltee; and (Iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (I) Obtain records and other information related to the "suit"; and (II) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses Incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an lnsured's i ndemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the tenns of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Llablllty Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "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; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured 'Nith the expectation of Inflicting •personal and advertising injury". b. Contractual Llablllty (1) ·sodily injury" or "property damage•; or (2) "Personal and advertising injury" 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 because of: {a) "Bodily injury", "property damage• or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury'' or "property damage" assumed in a contrad or agreement that is an "insured contrad", provided the ·bodily injury" or "property damage" occurs subsequent to the execution of 1he contrad or agreement. Solely for the purpose of liability assumed in an •insured contract", reasonable attorneys' fees and necessary litigaion expenses incurred by or for a party other than an insured are deemed to be damages because of •badly injury" or "property damage" provided: (I) Liability to such party for, or for the cost of, that party's defense has also been assumed in 1he same "insured contract", and (Ii) Such attorneys' fees and litigation expenses are for defense of that party against a civi I or alternative dispute resolution proceeding in which damages to which this Insurance applies are alleged. c. Liquor Llablllty "Bodily Injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exdusion apJJies only if you are in 1he business of mamtacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Slmllar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Llablllty "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Page4of24 (b) Performing duties related to the condud of the insured's business, or (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. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollutlon (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants·: (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (I) "Bodly injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the bllilding, or equipment that is used to heat water fbr personal use, by the building's occupants or their guests; (II) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and 1he owner or lessee of such premises, site or location has been added to your policy as an additional insured with resped to your o~oing operations performed fbr that additional insured at that premses, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than 1hat additional insured; or Form SS 00 08 04 05 (Ill) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire·; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (I) Any insured; or (II) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (I) "Bodily injury" or "property Form SS 00 08 04 05 damage• arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the ''bodily injury'' or "property damage• arises out of the intentional discharge, dspersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dspersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (II) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that blilding in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (Ill) "Bodily injury" or •property damage" arising out of heat, smoke or fumes from a "hostile fire•; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on ooy insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any w~ respond to, or assess the effects of, •pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects or, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of ·property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the daims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring ct others by that insured, if the "occurrence· which caused the "bodily lflury" or "property damage" involved the ov.inership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and {b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to. premises you own or rent. provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply If the insured has any other insurance for such ''bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily Injury" or "property damage" arising out of: (1) The transportation of "mobile equipmenf' by an "auto" owned or operated by or rented or loaned to any insured; or Page 6of24 (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. I. War "Bocily injury", "property damage" or "personal and advertising injury'', however caused. arising, directly or indirectly, out of: (1) War, including undeclared or civil war, {2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power. or action taken by governmental authority in hindering or defending against any of these. J. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but Is not limited to: {1) Legal, accounting or advertising services; {2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment. advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting.demonstration or dstribution of ophthalmic lenses and similar products; (9) Any: {a) Body piercing (not including ear piercing); {b) Tattooing, including but not limited to the Insertion of pigments into or under the skin; and (c) Similar services; (1 O) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs {4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. -Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; {2) Premises you sell, give aNaY or abandon, if the •property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indrectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance. Paragraph {2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph {6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physlcally Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in •your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after It has been put to Its intended use. Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: {1) "Your product"; (2) uvour work"; or {3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract. except an Implied contract to use another's "advertising idea" in your "advertisemenr; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services: (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. Page 8 of24 However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark. trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; {9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (I) Your web site; or (II) The presentation or findionality of an "advertisement· or other content on your web site; Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder. partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or {c) Employment-related pradices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, dscipline, defamation, harassment, humiliation or discrimination direded at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a). (b), or (c) above is directed. 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. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing br, monitoring, cleaning 1.4>, removing, encapsulating, containing. treating, detoxifying or neutralizing or in my way responding to or assessing the effects ct an "asbestos hazard". t. Violation Of Statutes That Govern E- Malls, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising Injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for 0bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf ct any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Slmllar Laws To a person, whether or not an "employee• of any Insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Exduded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the condud of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with resped to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the condud of your business. Your managers are insureds, but only with resped to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors a-e insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. Page 10 of24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: {1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-·employee" while In the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; {b) To the spouse, child, parent, brother or sister of that co- "employee• or that •volunteer worker" as a consequence of Paragraph {1 ){a) above; {c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs {1 ){a) or {b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) ·property damage" to property: {a) Owned, occupied or used by, Form SS 00 08 04 05 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", ·volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee• or 0volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use cl that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of rrore than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of Insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial Interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar Insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) ·Bodily injury• or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "rrobile equipment" registered In your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your pernission. Any other person or organization responsible for the conduct of such person is also an Insured, but only with respect to liability arising out of the operation of the equipment, and only If no other insurance of any kind Is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury• to a co-·employee" of the person driving the equipment; or b. "Property damage• to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-·employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) Identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization Is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization Is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Arr/ person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily it1ury" or "property damage" arising out of "yoll' products" which are distributed or sold In the regular course of the vendor's business and only If this Coverage Part provides ooverage for "bodily Injury'' or "property damage" Included within the "products-oornpleted operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of24 This Insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made Intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged In the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (I) The exceptions contained in SubparagraphS (d) or {t); or {II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This Insurance does not apply to any insured person or organization from whom you have ~uired such products, or any ingredent, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) Wrth respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence• which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising iflury" caused, in whole or in part, by your acts or omissions or the ads or omissions of those acting on your behalf (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Polltlcal Subdivisions {1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds. this insurance does not apply to: (a) "Bodily injury", "property damage" or "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- cornpleted operations hazard". f. Any Other Party (1) Any other person or organization who Is not an insured under Paragraphs a. through e. above, but only With respect to liability for "bodily injury", "property damage• or "personal and advertising injury• caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with •your work" and included within the "products- completed operations hazard", but only if {I) The written contract or written agreement requires you to provide such coverage to such additional insured; and (11) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". {2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injuryu, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM {a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions. reports, surveys, field orders, change orders, designs or drawings and specifications; or {b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition In Section E. -Liability And Medical Expenses General Conditions. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We WIii Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing ·suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage• included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, Is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury'' sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Addltlonal Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or ·suir. However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of 1his Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in 1he Declarations, unless the policy period is extended after issuance for an addtional period of less than 12 months. In that case, 1he additional period will be deemed part of the last preceding period for pu-poses of determining the limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Sult a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the •occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim Is made or "suit" is brought against any insured, you or any additional Insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any adcitional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received In connection with the claim or "suit"; (2) Authorize us to obtain records and other information: (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit": and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insureds CMll'l cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Addltlonal lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or •suit• to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Clalm Or Sult Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: {1) You or any additional insured that is an Individual; (2) Any partner, if you or an additional insured is a partnership; {3) Any manager, if you or an additional insured Is a limited liability company; (4) Any "executive officer• or Insurance manager, if you or an additional Insured is a corporation; {5) Any trustee, If you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdvislon or public entity. Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Flnanclal Responalblllty Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an Insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the tenns of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the Insured and the daimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Polley By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of24 {3) We have issued this policy in reliance upon your representations. b. Unlntentlonal Failure To Dlacloae Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as allows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This Insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: {1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; {3) Tenant Llablllty That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; {4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A -Coverages. {5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form SS 00 08 04 05 (6) When You Are Added As An Additlonal Insured To Other Insurance That is other Insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Addltlonal Insured To This Insurance That is other insurance available to an additional Insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance Is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other Insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other Insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss. if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all dedudible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other Insurance that Is not desaibed in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance sho.Nn in the Dedarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits cl Insurance cl all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to Impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization In a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Addltlonal Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organlzation(s) shown In the Declarations, but only with respect to llability for ·oodily injury", "property damage" or "personal and adVertlslng injury" caused, In whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Addltlonal Insured -Managers Or Lessors or Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organlzatlon(s) shown In the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out at 1he ownership, maintenance or use of that part of the premises leased to you and shown in the Dedarations. b. With respect to the Insurance afforded to these additional insureds, the following additional exclusions apply: 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 Page 18 of24 construction or demolition operations performed by or on behalf of such person or organization. 3. Addltlonal Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise. but only with respect to their liability as granter of franchise to you. 4. Addltlonal Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizatlon(s) shown in the Declaratlons as an Additional Insured -Lessor of Leased Equipment. but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any •occurrence" which takes place after you cease to lease that equipment. 5. Addltlonal Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizatlon(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Addltlonal Insured -State Or Polltlcal Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) ·Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Addltlonal Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organlzation(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury• or •property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury• or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made Intentionally by the vendor, (d) Repackaging, unless u,packed solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or •property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (d) or (f); or (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. {2) This insurance does not apply to any Insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors -Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors, 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 those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional Insured and included within the "products- completed operations hazard", but only If this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Addltlonal Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. Is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of24 The limits of Insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement• means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; {2) Television; (3) Billboard; (4) Magazine; (5) Newspaper, b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or Images contained In, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But ·auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short ti me on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data• means information, facts or programs: a. Stored as or on; b. Created or used on: or c. Transmitted to or from computer software, Including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not indude a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property'' means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates ''your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of ''your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement: c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance. to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement: or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. Includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (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, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. ·Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not Include a "temporary worker•. 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto•; b. While it is in or on an aircraft, watercraft or ·auto"; or c. While It Is being moved from an aircraft, watercraft or "auto" to the place where it Is finally delivered; but "loadng or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. ·Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described In a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, includng corwil"l.lous or repeated exposure to substantially the same general harrrtul conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising Idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "acivertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, tumes, acids, alkaliS, chemicals and waste. Waste indudes materials to be recycled, reconditioned or redaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury• and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury• or "property damage" must occur away from premises you own or rent, unless your business includes the sell Ing, handling or distribution of ·your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage• arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading• of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Sutt· Includes: a. An arbitration proceeding in whid1 such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are clal med and to which the insured submits with our consent. 22. "Temporary worker" means a person who Is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. ''Volunteer worker" means a person who: a. Is not your uemployee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page24 of24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished In connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY EXPANSION PROJECT ENGINEERING SERVICES MICHAEL R. WELCH UTIL 1054 l\ This Amendment No. 3 is entered into and effective as of the \4~ day of '~ , 2017, extending and amending the agreement dated December 9, 2013 (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 Michael R. Welch, a sole proprietorship, ("Contractor") (collectively, the "Parties") RECITALS A. On November 18, 2015, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of one (1) year until December 8, 2016; and B. On November 17, 2016, the Parties executed Amendment No.2 to the Agreement to alter the Agreement's scope of work to review and comment on Tentative Order No. R9-2016- 0183 for the Carlsbad Water Recycling Facility and to extend the Agreement for a period of one (1) year until December 8, 2017; and C. The Parties desire to alter the Agreement's scope of work to prepare the work plan for a nitrate study required by Regional Water Quality Control Board (RWQCB) Order No. R9- 2016-0183 to complete a study that assesses compliance of CMWD recycled water operations with the RWQCB Basin Plan groundwater quality objectives for nitrate, as well as provide technical guidance during implementation of the work plan and D. The Parties desire to extend the Agreement for a period of one (1) year; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed twenty-nine thousand nine hundred twenty dollars ($29,920). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirteen thousand six hundred dollars ($13,600). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by December 8, 2018. General Counsel Approved Version 1/30/13 February 13, 2017 Ms. Lindsey Stephenson, P.E. Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 Dear Ms. Stephenson: Exhibit "A" Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER 2735 San Clemente Terrace San Diego, CA 92122-4030 Office: (858) 625-0167 Fax: (858) 625-0267 email: mwelch1@san.rr.com Subject: Proposal for Support Services Prepare Work Plan for Nitrate Study Regional Water Quality Control Board (RWQCB) Order No. R9-2016-0183 establishes requirements for the treatment and use of recycled water within the Carlsbad service area. Special Provision Vl.C of Order No. R90-20 16-0183 requires Carlsbad to submit a work plan by September 15, 2017 which identifies proposed tasks and milestones for completing a study that assesses compliance of Carlsbad recycled water operations with the RWQCB Basin Plan groundwater quality objectives for nitrate. This letter presents a proposal to assist Carlsbad in developing and preparing the requisite nitrate study work plan. Table 1 (page 2) summarizes tasks proposed for preparing the work plan, which include: • Meeting with Carlsbad staff to review potential sites for developing nitrate use and groundwater quality data, and selecting an appropriate site and groundwater monitoring approach. • Preparing a proposed nitrate study approach and draft work plan that identifies proposed tasks and implementation schedules. • Meeting with Carlsbad and RWQCB staff to present and review the draft work plan. • Finalizing the plan for submittal to the RWQCB by the September 15, 2017 compliance deadline. As shown in Table 1, a total of 80 hours of services are proposed to assist Carlsbad in developing the nitrate study work plan, finalizing the work plan, and assisting (if required) in initial work plan implementation. All work would be performed on a time-and-materials basis under your direction at my hourly rate of $170. A maximum not-to-be-exceeded fee of $13,600 is proposed; the total would be commensurately less if fewer than 80 hours of as-needed time is required by Carlsbad. Please call me if you have any questions about the nitrate study requirements or the proposed work plan effort. Thank you for the opportunity to present this proposal. Sincerely, Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER Proposal for Support Services Prepare Work Plan for Nitrate Study Carlsbad Water Recycling Facility February 13, 2017 Page2 Table 1 Breakdown of Estimated Hours and Costs Prepare Nitrate Study Work Plan ar s a a er ecyc mg ac1 ny C lbdWt R r F Tt Task 1. Meetings with Carlsbad staff to review nitrate study work plan requirements and to identify a potential site for developing nitrate use/load data and groundwater impacts data. Review required groundwater data and coordinate with Carlsbad staff to identify how the groundwater data can be collected and analyzed. 2. Prepare initial draft nitrate study work plan that identifies tasks and milestones to: • Quantify nitrogen concentrations and loads in CWRF recycled water supplies . • Identify portions of the Carlsbad recycled water use area where Basin Plan nitrogen objectives are in effect. • Quantify recycled water use and nitrate loads within this area . • Identify a nitrate study site where more detailed data on recycled water use and groundwater effects can be assessed. • Complete a literature review of typical nitrate load rates and nitrogen uptake rates for landscape irrigation. • Present a proposed implementation plan and schedule for assessing groundwater quality impacts by evaluating groundwater quality and nitrate loads. • Utilize the above information to evaluate the potential for exceedance of Basin Plan groundwater nitrate objectives. • Assess any alternatives (if necessary) required to ensure compliance with Basin Plan groundwater quality objectives for nitrate. • Present a proposed schedule for completing the above tasks . 3. Review Carlsbad comments on the initial draft work plan and prepare a revised version that addresses Carlsbad comments. Meet with RWQCB Board staff to present and review the proposed work plan .. Incorporate any RWQCB suggestions into the work plan. Finalize the work plan for City submittal to the RWQCB. Assist Carlsbad in addressing any final RWQCB questions or comments on the submitted work plan. 4. Assist Carlsbad on initial Work Plan implementation (if required), including coordinating with Carlsbad and the RWQCB on the implementation schedule, finalizing the work scope required to implement the plan, assisting Carlsbad in organizing work tasks, or performing other related as-needed services as directed by Carlsbad. Mileage (included as part of billing rate overhead) Direct Expenses (included as part of billing rate overhead) TOTAL-Nitrate Study Work Plan Hours Cost @$170/hour 8 $ 1,360 24 4,080 16 2,720 32 5,440 --No charge --No charge 80 $13,600 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR CARLSBAD WATER RECYCLING FACILITY EXPANSION PROJECT ENGINEERING SERVICES MICHAEL R. WELCH UTIL 1054 This Amendment No. 2 is entered into and effective as of the \1 ~ day of bJa\lf,w\be£ , 2016, extending and amending the agreement dated December 9, 2013 (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 Michael R. Welch, a sole proprietorship, ("Contractor") (collectively, the "Parties"). RECITALS A. On November 18, 2015, the Parties executed Amendment No. 1 to the Agreement to extend the Agreement for a period of one (1) year until December 8, 2016; and B. The Parties desire to alter the Agreement's scope of work to review and comment on Tentative Order No. R9-2016-0183 for the Carlsbad Water Recycling Facility; and C. The Parties desire to extend the Agreement for a period of one (1) year; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed sixteen thousand, three hundred twenty dollars ($16,320). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed one thousand, nine hundred twenty dollars ($1 ,920). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all work described in Exhibit "A" by December 8, 2017. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. General Counsel Approved Version 1/30/13 October 27, 2016 Ms. Lindsey Stephenson, P.E. Associate Engineer City of Carlsbad Public Works 5950 El Camino Real Carlsbad, CA 92008 Dear Ms. Stephenson: EXHBIT A Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER 2735 San Clemente Terrace San Diego, CA 92122-4030 Office: (858) 625-0167 Fax: (858) 625-0267 email: mwelch1@san.rr.com Subject: Proposal for Support Services Review and Comment on Tentative Order R9-20 16-0183 The Regional Water Quality Control Board has issued Tentative Order No. R9-2016-0183 and has requested comments on the Tentative Order by November 15, 2016. Tentative Order No. R9-2015-0183 would establish updated requirements for the treatment and use of recycled water within the Carlsbad service area. This letter presents a proposal to assist Carlsbad in reviewing and commenting on Tentative Order No. R9-2016-0183. Potential services Carlsbad may require in reviewing and responding to requirements proposed within the Tentative Order may include: • reviewing Tentative Order No. R9-20 16-0183 and comparing tentative requirements with requirements established by the Regional Water Board for other recycled water agencies, • assisting Carlsbad in preparing written comments to the Regional Water Board, and/or • meeting (if necessary) with regulators and/or Carlsbad partner agencies to discuss needed permit revisions. I propose to provide up to 12 hours of services to assist Carlsbad in reviewing and commenting on the Tentative Order. All work would be performed on a time-and-materials basis under your direction at my hourly rate of $160. A maximum not -to-be-exceeded fee of $1 ,920 is proposed; the total would be commensurately less if fewer than 12 hours of as-needed time is required by Carlsbad. Please call me if you have any questions about the proposed effort to review and comment on Tentative Order No. R9-20 16-0183. Thank you for the opportunity to present this proposal. Sincerely, Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR ENGINEERING SERVICES REGARDING THE CARLSBAD WATER RECYCLING FACILITY EXPANSION PROJECT MICHAEL R. WELCH UTIL 1054 ~is Amyndment No. 1 is entered into and effective as of the /f'~ay of /Lt'L"Vf ..t:Jer, 2015, extending the agreement dated December 9, 2013 (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 MICHAEL R WELCH, a sole proprietorship, ("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, CM WD 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 December 8, 2016. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 1/30/13 Proposal for Support Services Report of Waste Discharge Expansion of Carlsbad Water Recycling Facility Breakdown of Estimated Hours and Costs Report of Waste Discharge (RWD): Expansion of Carlsbad Water Recycling Facility Task Hours A. PRE-APPLICATION TASKS • Initial contacts w/Carlsbad and/or design consultants to discuss proposed CWRF expansion strategies and treatment processes, information required within the RWD, 8 and recycled water compliance issues. Review concept design report prepared by Carlsbad's design consultant and coordinate with Carlsbad and the design consultant to address RWD information needs and compliance issues. B. PREPARE DRAFT CWRF REPORT OF WASTE DISCHARGE • Prepare draft permit forms (State of California Form 200) . • Prepare a draft technical report that describes the proposed CWRF expansion, incorporates data and figures from the design consultant's concept design report, and addresses: 0 expanded CWRF treatment processes, capacities, and operations, 0 projected recycled water quality, projected compliance with Basin Plan water quality objectives, 56 0 0 projected compliance with CDPH requirements that the Regional Board will incorporate into Carlsbad's recycled water permit, and 0 CEQA compliance for the expanded CWRF. • Prepare the above technical report and present the above information in the form of a report of waste discharge. Review and edit draft version. Electronically transmit the draft report to Carlsbad for review in MS Word format. C. PREPARE AND SUBMIT FINAL REPORT OF WASTE DISCHARGE • Review Carlsbad comments on the draft RWD. Follow-up contacts with Carlsbad to review comments and discuss RWD submittal requirements and proposed RWD • Revise the draft R WD per Carlsbad comments. Review and edit the final version . 16 Provide the Carlsbad with a "pdf' electronic version of the report for submittal to the Regional Board. • Provide Carlsbad with an electronic version of a recommended draft transmittal letter for review and printing on Carlsbad stationery. D. POST-APPLICATION TASKS • Review Regional Board comments on the submitted RWD . Provide up to 16 hours of as-needed services (as directed by Carlsbad) to: 0 prepare additional data or analyses requested by the Regional Board or to resolve issues raised by Regional Board staff, 16 0 attend meetings with Carlsbad or regulators, and/or 0 coordinate with Carlsbad and Regional Board staff to address outstanding issues, assist Carlsbad in reviewing and commenting on the tentative discharge permit requirements. Mileage (included as part of billing rate overhead) .. Direct Expenses (included as part of billing rate overhead) -- TOTAL-RWD for CWRF Expansion 96 UTIL 1054 Exhibit "A" CWRF) Cost $ 1,200 8,400 2,400 2,400 No charge No charge $14,400 UTIL 1054 AGREEMENT FOR ENGINEERING SERVICES FOR THE CARLSBAD WATER RECYCLING FACILITY EXPANSION (MICHAEL R. WELCH) 522 THIS AGREEMENT is made and entered into as of the & r;;y day of ~e C ej'/\1{ e r, 20fl, by and between the CARLSBAD UNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and MICHAEL R. WELCH, a sole proprietorship, ("Contractor"). RECITALS A. CMWD requires the professional services of a consulting engineer that is experienced in preparing a report of waste discharge. B. Contractor has the necessary experience in providing professional services and advice related to the permit forms and reports necessary to submit to the Regional Board and an application to revise the water master requirements associated with expansion of the Carlsbad Water Recycling Facility. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fourteen thousand four hundred dollars ($14,400). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (1 0%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, based on time and materials, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 5/3113 1 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 attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The General Counsel Approved Version 5/3/13 2 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 Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 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. 1 0.1.1 Commercial General Liability Insurance. $1,000,000 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. 1 0.1.2 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. 1 0.1.3 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. 1 0.1.4 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. D If box is checked, Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 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. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase General Counsel Approved Version 5/3113 3 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 anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any oth~r 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 David Ahles Name Michael Welsh Title Senior Engineer Title Consulting Engineer Carlsbad Municipal Water District Address 2735 San Clemente Terrace Address 1635 Farada;t Avenue San Diego, CA 92122 Carlsbad, CA 92008 Phone 858-625-0167 Phone 760-602-2748 E-mail mwelsh1 @san. rr.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 5/3/13 4 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 four categories. 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 paid for work performed to the termination date; however, the total will not exceed the lump sum General Counsel Approved Version 5/3/13 5 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. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement or 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 5/3/13 6 November 18, 2013 Mr. Dave P. Ahles, P.E. Senior Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Dear Mr. Ahles: EXHIBIT A Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER 2735 San Clemente Terrace San Diego, CA 92122-4030 Office: (858) 625-0167 Fax: (858) 625-0267 email: mwelch1@san.rr.com Subject: Proposal for Support Services Report of Waste Discharge: Expansion of Carlsbad Water Recycling Facility This letter presents a proposal to assist the City of Carlsbad in seeking revised recycled water effluent limits for a proposed expansion of the Carlsbad Water Recycling Facility (CWRF). This proposal is submitted at your request. Proposed Expansion of Carlsbad WRF. California Regional Water Quality Control Board (Regional Board) Order No. 2001-352 (as amended by Order No. R9-20012-0027) establishes master water recycling requirements for the treatment and reuse of up to 4 million gallons per day (mgd) ofCWRF recycled water. Carlsbad is considering expansion of the CWRF to a capacity of 8 mgd. As part of this expansion, I understand that Carlsbad is considering options for retaining consultant services for: 1. Preparing design plans and specifications for the expanded CWRF, including evaluating potential advanced treatment options that may include granular media filtration, microfiltration and/or cloth filters. 2. Assessing compliance of the expanded CWRF with provisions of the California Environmental Quality Act (CEQA). 3. Preparing documents in application for Regional Board consideration and approval of revised master water recycling requirements for the expanded CWRF. This proposal addresses the third element of these services (preparing documents in application for revised Regional Board master water recycling requirements). Proposal for Support Services Report of Waste Discharge Expansion of Carlsbad Water Recycling Facility November 18, 2013 Page2 Required Report of Waste Discharge. Revision of Carlsbad's master water recycling requirements will be required prior to initiating recycled water treatment and reuse at the expanded CWRF. In application for expansion of the CWRF, Carlsbad must submit a Report of Waste Discharge (RWD) to the Regional Board that includes: • State of California Form 200, • maps showing the location of the facility, the site layout for the proposed expanded treatment facilities, and the location of major conveyance pipelines, • a recycled water treatment process schematic showing treatment processes, chemical addition points, and waste product flows (e.g. sludge, backwash, etc) and disposition, • a description of proposed expanded CWRF treatment facilities, including design parameters and process average and maximum design capacities, • water quality characterization of the recycled water, • a description of how the expanded and modified CWRF treatment processes can comply with recycled water treatment and effluent concentration requirements of the Regional Board and California Department of Public Health (CDPH), and • documentation that the CWRF expansion complies with CEQA requirements. Some of the information required within the RWD will be developed by Carlsbad's design consultant as part of completing concept design (10 percent design) for the proposed CWRF expansion. Documents to be prepared by the design firm that can be directly incorporated into the RWD include the required (1) site layout maps, (2) process schematic diagrams, and (3) a table summarizing selected processes, design parameters for each process, and process capacities. CEQA compliance documentation required as part of the Regional Board permit review process would be provided by Carlsbad or Carlsbad's CEQA consultant. Report of Waste Discharge Submittal Schedule. Because the RWD must describe proposed treatment facilities, initiation of work on the RWD should be deferred until completion of the concept design (1 0 percent design) report for the CWRF expansion. Submittal of the RWD to the Regional Board can occur at any time after completion of the concept design study, but the Regional Board will not schedule consideration of Carlsbad's request for expansion of the CWRF until completion of the CEQA review process. For this reason, and to ensure that the RWD accurately reflects information and conclusions presented within the CEQA determination, it is recommended that Carlsbad defer submittal of the RWD until the CEQA process is substantially complete. If the CEQA process has not been completed at the time of RWD submittal, Carlsbad can provide the Regional Board with the requisite CEQA compliance documentation in advance of the scheduled Regional Board consideration of the amended recycled water permit for the expanded CWRF. Proposal for Support Services Report of Waste Discharge Expansion of Carlsbad Water Recycling Facility November 18, 2013 Page 3 Proposed Work Tasks. Using the above information to be provided by Carlsbad's design consultant for the CWRF expansion (as well as information from Carlsbad's CEQA evaluation), I propose to develop a draft R WD for Carlsbad use in requesting amended master recycled water requirements for expansion of the CWRF to the proposed 8 mgd capacity. The RWD would include: 1. a cover letter from Carlsbad explaining the reason for the submittal, 2. State of California Form 200 (state waste discharge requirements application form), 3. required permit application certification statements, 4. an accompanying technical report that provides technical information required by the Regional Board within the R WD, including, including (1) maps, process schematics, and design parameter tables incorporated from Carlsbad's concept design report for the CWRF expansion, (2) a summary descriptions of the expanded CWRF treatment processes and facilities, (3) a summary of projected recycled water quality, (4) an assessment of how the proposed CWRF expansion will comply with Regional Board and CDPH requirements, and (5) information provided by Carlsbad (or it's CEQA consultant) that documents compliance with CEQA. Attachment A summarizes tasks proposed for developing the RWD that requests revised master water recycling requirements for the expanded CWRF. Attachment A also presents a breakdown of proposed hours and costs for each subtask. Proposed work tasks would be performed on a time and materials basis under the direction of Carlsbad. As shown in Attachment A, a total time and materials fee of up to $14,400 is proposed for the effort to prepare the RWD and assist Carlsbad in coordinating with regulators through the R WD review and permit revision process. Insurance Information. My insurance coverage (see below) conforms to City of Carlsbad and Carlsbad Municipal Water District coverage requirements. I have contacted my insurers and they are prepared to expedite certificates of insurance listing the required additional insured parties. I have maintained a City of Carlsbad business license ( # 121 0007) for years, and a copy of my current business license is attached. Type oflnsurance Insurance Coverage Michael R. Welch, Ph.D., P.E. Insurance Coverage Single Occurrence Aggregate Limit Errors and Omissions (professional liability) $1,000,000 $1,000,000 General Liability $1,000,000 $2,000,000 Workman's Compensation Not Required1 Not Required1 Automobile Liability $1,000,000 $1,000,000 Insurer U.S. Specialty Travelers Not applicable Mercury Casualty 1 Workman's Compensation insurance is not required, as I am a one-person company. Proposal for Support Services Report of Waste Discharge Expansion of Carlsbad Water Recycling Facility November 18, 2013 Page 4 Proposed Schedule. An initial draft of the RWD would be prepared within 60 days of my receipt from Carlsbad of the concept design report for the CWRF expansion. The final version of the report of waste discharge would be developed and submitted to Carlsbad within 14 days of receipt of Carlsbad comments on the draft report of waste discharge. Please call me if you have any questions about the proposed effort to revise CWRF effluent requirements to accommodate the proposed expansion. Thank you for the opportunity to present this proposal. Sincerely, Michael R. Welch, Ph.D., P.E. CONSULTING ENGINEER Proposal for Support Services Report of Waste Discharge Expansion of Carlsbad Water Recycling Facility November 18,2013 Page 5 Attachment A Breakdown of Estimated Hours and Costs Report ofWaste Discharge (RWD): Expansion of Carlsbad Water Recycling Facility CWRF) Task A. PRE-APPLICATION TASKS • Initial contacts w/Carlsbad and/or design consultants to discuss proposed CWRF expansion strategies and treatment processes, information required within the R WD, and recycled water compliance issues. Review concept design report prepared by Carlsbad's design consultant and coordinate with Carlsbad and the design consultant to address RWD information needs and compliance issues. B. PREPARE DRAFT CWRF REPORT OF WASTE DISCHARGE • Prepare draft permit forms (State of California Form 200). • Prepare a draft technical report that describes the proposed CWRF expansion, incorporates data and figures from the design consultant's concept design report, and addresses: o expanded CWRF treatment processes, capacities, and operations, o projected recycled water quality, o projected compliance with Basin Plan water quality objectives, o projected compliance with CDPH requirements that the Regional Board will incorporate into Carlsbad's recycled water permit, and o CEQA compliance for the expanded CWRF. • Prepare the above technical report and present the above information in the form of a report of waste discharge. Review and edit draft version. Electronically transmit the draft report to Carlsbad for review in MS Word format. C. PREPARE AND SUBMIT FINAL REPORT OF WASTE DISCHARGE • Review Carlsbad comments on the draft RWD. Follow-up contacts with Carlsbad to review comments and discuss RWD submittal requirements and proposed RWD • Revise the draft RWD per Carlsbad comments. Review and edit the final version. Provide the Carlsbad with a "pdf" electronic version of the report for submittal to the Regional Board. • Provide Carlsbad with an electronic version of a recommended draft transmittal letter for review and printing on Carlsbad stationery. D. POST-APPLICATION TASKS • Review Regional Board comments on the submitted RWD. Provide up to 16 hours of as-needed services (as directed by Carlsbad) to: o prepare additional data or analyses requested by the Regional Board or to resolve issues raised by Regional Board staff, o attend meetings with Carlsbad or regulators, and/or o coordinate with Carlsbad and Regional Board staff to address outstanding issues, assist Carlsbad in reviewing and commenting on the tentative discharge permit requirements. Mileage (included as part of billing rate overhead) Direct Expenses (included as part of billing rate overhead) TOTAL-RWD for CWRF Expansion Hours Cost 8 $ 1,200 56 8,400 16 2,400 16 2,400 No charge No charge 96 $14,400