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HomeMy WebLinkAboutUnderground Solutions Inc; 2021-11-30; PSA22-1700CA30thNovember DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-485699686F42 (Attachment AZ) PSA22-1700CA MASTER AGREEMENT FOR UTILITY LOCATING/ POTHOLING SERVICES UNDERGROUND S'OLUTIONS, INC. ______ day of THIS AGREEMENT is made and entered into as of the ________ , 2021, by and between the CITY OF CARLSBAD, a corporation, hereinafter referred to as "City", and Underground Solutions, Inc., a corporation, hereinafter referred to as "Contractor." RECITALS municipal California A City requires the professional services of a consulting firm that is experienced in the utility locating and potholing field. B. The professional services are required on a non-exclusive, project~by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to utility locating and potholing. D. Contractor has submitted a proposal to City under Request Jar Qualifications (RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: t. SCOPE OFWORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A'\ Which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exerc.ise 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 ofthis Agreement will be effective for a period of three (3) years from December 1, 2021, through November 30, 2024. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs., and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. · 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 10) days after receipt ofnotification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City City Attorney Approved Version 6/12/18 1 of 10 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-4B56996B6F42 PSA22-1700CA Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City., the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a descripfioh of the method of payment and will be based upon an hourly rate; percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement Will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcohtractors. City Will not be required to pay any Workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment paymeht or workers' compensation payment Which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemhification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor wi.11 not subcontract any portion of-the Services without prior written approval of City. If Contractor subcontracts ahy of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual . relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every .subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's Work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in conhection with the Services. City Attorney Approved Version 6/12/18 2 of 10 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-4856996B6F42 PSA22-1700CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City -and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be lia.ble. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duraticm of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance. will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types· of coverages and minimum limits ind[cated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's-sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1 .1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a. general aggre·gate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. 10.1 .2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code; Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version 6/12/18 3 of 10 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-4B56996B6F42 PSA22-1700CA 10.1.4 ProfesSional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: · 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions ofit and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution ofthis Agreement, Contractorwill furnish certificates ofinsurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City wili have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City 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 dearly identifiable. Contractor will allow a representative of City during normal. business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant lo 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 City. In the event this Agreement is terminated, all work product produced by Contractor or ifs agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. CJty Attorney. Approved Version 6/12/18 4 of 10 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-4856996B6F42 PSA22-1700CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For Cit~: For Contractor: Name Eleida Felix Yackel Name T.C. Mueller Title Senior Contract Administrator Title V.P . Field Operations Dept Public Works Address 120 N. Andreasen Dr. CITY OF CARLSBAD Escondido, CA 92029 Address 1635 Faraday Avenue Phone 760-294-9449 ext. 103 Carlsbad, CA 92008 Mobile 619-247-1208 Phone 760-602~2767 Email tc@usipothole.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. 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 categorres. Yes[}g No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed offederal, 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 aJI agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City 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 City Attorney'Approved Version 6/12/18 5 of 10 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-485699686F42 PSA22-1700CA 24. SUCCESSORS AND ASSIGNS ltis mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case ofconflict, 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 c1 writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate .in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency: Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 of 10 City Attorney ApprmJed Version 6/12/18 DocuSign Envelope ID: C28068C4-4C40-43FD-9C3C-4B56996B6F42 PSA22-1700CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utility locating and potholing tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Potholing B. Utility Research / Documentation C. Field Determination/ Documentation Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 of 10 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 08/13/2021 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Hope Zamichieli NAME: Michael Ehrenfeld Company Insurance Agents iA~gN:0 Ext\: (619) 814-3046 I r,M Nol: (619) 683-9999 An Acrisure Agency CA 0K07568 E-MAIL hopez@ehrenfeldinsurance.com ADDRESS: 2655 Camino Del Rio North #200 INSURER($) AFFORDING COVERAGE NAIC# San Diego CA 92108 INSURER A : Crum & Forster Specialty Insurance Company 44520 INSURED INSURER B : Nationwide Mutual Insurance Co 23787 Underground Solutions, Inc. INSURER C : State Compensation Ins Fund of CA 35076 120 N. Andreasen Drive INSURER D: INSURER E: Escondido CA 92029 INSURER F: COVERAGES CERTIFICATE NUMBER: 21-22 LIABILITY All Lines 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 (MM/DDIYYYYl (MM/DDIYYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 -D CLAIMS-MADE [81 OCCUR DAMAGE Tu RENTED PREMISES (Ea occurrence) $ 50,000 -X DEDUCTIBLE: $5,000 MED EXP (Any one person) $ 5,000 -A EPK136618 08/11/2021 08/11/2022 PERSONAL &ADV INJURY $ 5,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 ~ [81 PRO-□LOC 5,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: POLLUTION LIABILITY $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident} ~ ANY AUTO BODILY INJURY (Per person) $ -B OWNED SCHEDULED ACP3100201204 08/11 /2021 08/11/2022 BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident} Comp/Coll Deductibles $ 2,000 UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 5,000,000 A x EXCESS LIAB CLAIMS-MADE EFX118657 08/11/2021 08/11/2022 AGGREGATE $ 5,000,000 DED I X I RETENTION $ O $ WORKERS COMPENSATION X I ~ffTuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN C ANY PROPRIETOR/PARTNER/EXECUTIVE ~ N/A 9109008-21 08/11/2021 08/11/2022 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ EACH WRONGFUL ACT $5,000,000 ERRORS & OMISSIONS LIABIILITY A EPK136618 08/11/2021 08/11/2022 EACH CLAIM OED: $5,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 1010 Additional Remarks Schedule, may be attached if more space is required) [Job #: All Projects -Job Type: CMWD Utility Locating/Potholing Services] City of Carlsbad, its officials, employees and volunteers are afforded Additional Insured, Primary Non-contributory and Waiver of Subrogation where required by written contract per attached Endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. Land Development Engineering AUTHORIZED REPRESENTATIVE 1635 Faraday Avenue ~~ Carlsbad CA 92008 I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Underground Solutions, Inc. Policy Number: EPK136618 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED . -WITH WAIVER OF SUBROGATION -- This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Blanket when specifically required in a written contract with the Named insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section Ill -WbpJs An Insured within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely with respect to "claims" caused,by"your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non-contributory. B. werw,~iy/£any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of "your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0347-0217 Page 1 of 1 Underground Solutions, Inc. Policy Number: EPK136618 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Person(s) or Organization(s): Location And Description Of Completed Operations Blanket when specifically required in a written contract Blanket when specifically required in a written with the Named insured. contract with the Named insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section III -Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". EN0320-0211 Page 1 of 1 Underground Solutions, Inc. Policy Number: EPK136618 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITED NOTICE OF CANCELLATION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART In consideration of the premium charged and solely with respect to the coverage parts shown above, it is hereby agreed that the Common Provisions, Section VI -Common Conditions is amended by the addition of the following: Limited Notice Of Cancellation In the event that we cancel this Policy for any reason other than non-payment of premium and; a. The effective date of cancellation is prior to the expiration date of this Policy; and b. You are under an existing written contractual obligation to notify a certificate holder when this Policy is canceled and have provided to us, either directly or through your broker of record, the email address of a contact at each such certificate holder; and c. We received this information after you received notice of cancellation of this Policy and prior to the effective date of cancellation, via an electronic spreadsheet that is acceptable to us, We will provide notice of cancellation via email to each such certificate holder within thirty (30) days of your providing such information to us. Proof of our emailing the notice of cancellation, using the information provided by you, will serve as evidence that we have satisfied our obligations under this condition. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN01650117 Page 1 of 1 Underground Solutions, Inc. Policy Number: EPK136618 THIS ENDORSEMENT CHANG.ES THE POLICY. PLEASE READ IT C.AREFULL Y. ADDITIONAL INSURED -STATE OR GOVERNMENTAL AGENCY Q:R SUBDIVISION OR POLITICAL SUBDIVISION -PERMITS OR A.UTHORIZA TIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND QMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVER PART ONSITE CLEANUP COVERAGE PART SCHEDULE State Or Governmental Agency Ot Subdivision Or Political Subdivision: Where Required By Written Contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Under the Common Provisions, Section Ill - Who ls <An Insured is amended to include asan insured any .state or goverhmehtal agency or subdivision or political subdivision shown in the Schedule, subject to theJollowingprovisions: 1. This insurance applies ,Only with respect to ,operations performed by you or ;qn your be- half for which the state or governmental agency of subdivision or political subdivision has issued a permit or authorization. ENOi 45-1111 2. This insurance does not apply to: a. "Bodily injury!'! ·"property damage" "per- sonal and advertising injuryl', a "pollution condition" or a "wrongful act" arising outof operations performed for the federal gov~ emment, state or municipc;1lity; or b. "Bodily injury" or "property damage" in- cluded within the "products-completed op~ erations•hazard". Page 1 of 1 Includes copyrig hted material of Insurance Se.Nice Office, Inc with its permission. POLICY NUMBER: ACP3100201204 COMMERCIAL AUTO NCA 70 05 01 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO PROTECTION -GOLD This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGES A. Effect of This Endorsement B. Newly Acquired or Formed Entities C. Employees as Insureds -Nonowned Autos D. Additional Insured by Contract, Permit or Agreement E. Supplementary Payments -Bail Bonds F. Supplementary Payments -Loss of Earnings G. Personal Effects and Property of Others Extension H. Prejudgment Interest Coverage I. Fellow Employee -Officer, Managers and Supervisors J. Hired Auto Physical Damage K. Temporary Substitute Autos -Physical Damage Coverage L. Expanded Towing Coverage M. Auto Loan or Lease Coverage N. Original Equipment Manufacturer Parts -Leased Private Passenger Types 0 . Deductible Amendments P. Rental Reimbursement Coverage Q. Expanded Transportation Expense R. Extra Expense -Stolen Autos S. Physical Damage Limit of Insurance T. New Vehicle Replacement Cost U. Physical Damage Coverage Extension V. Transfer of Rights of Recovery Against Others To Us W. Section IV -Business Auto Conditions -Notice of and Knowledge of Occurrence X. Hired Car Coverage Territory Y. Emergency Lock Out Z. Cancellation Condition NCA 70 05 01 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 6 I. FELLOW EMPLOYEE OFFICERS, MANAGERS, AND SUPERVISORS The Fellow Employee Exclusion in SECTION II - COVERED AUTOS LIABILITY COVERAGE is replaced as follows; A. "Bodily injury" to any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business. This exclusion does not apply to an "insured" who occupies a position as an officer, manager, or supervisor. J. HIRED AUTO PHYSICAL DAMAGE If covered "auto" designation symbols 1 or 8 apply to Liability Coverage and if at least one "auto" you own is covered by this policy for Comprehensive, Specified Causes of Loss, or Collision coverages, then the Physical Damage coverages provided are extended to "autos" you lease, hire, rent or borrow without a driver; and provisions in the Business Auto Coverage Form applicable to Hired Auto Physical Damage apply up to a limit of $100,000. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. Any Comprehensive deductible does not apply to fire or lightn ing. K. TEMPORARY SUBSTITUTE AUTOS PHYSICAL DAMAGE COVERAGE The following is added to paragraph C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: If Physical Damage Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Physical Damage Coverage: Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction The coverage that applies is the same as the coverage provided for the vehicle being replaced. L. EXPANDED TOWING COVERAGE 1. We will pay up to: a. $100 for a covered "auto" you own of the private passenger type, or NCA 70 05 01 18 b. $500 for a covered "auto" you own that is not of the private passenger type, for towing and labor costs incurred each time the covered "auto" is disabled. However, the labor must be performed at the place of disablement. 2. This coverage applies only for an "auto" covered on this policy for Comprehensive or Specified Causes of Loss Coverage and Collision Coverages. 3. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto". M. AUTO LOAN OR LEASE COVERAGE 1. In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease, including up to a maximum of $500 for early termination fees or penalties, for your covered "auto" less: a. The amount paid under SECTION Ill - PHYSICAL DAMAGE COVERAGE of this policy; and b. Any: (1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not refunded by a lessor; (4) Costs of extended warranties, Credit Life insurance, Health, Accident, or Disability insurance purchased with the lease; and (5) Carry-over balances from previous leases. 2. Th is coverage only applies to a "loss" which is also covered under this policy for Comprehensive, Specified Causes of Loss, or Collision coverage. 3. Coverage does not apply to any unpaid amount due on a loan for which the covered "auto" is not the sole collateral. N. ORIGINAL EQUIPMENT MANUFACTURER PARTS -LEASED PRIVATE PASSENGER TYPES Under Paragraph C. Limit of Insurance of SECTION Ill -PHYSICAL DAMAGE COVERAGE, Section 4 is added as follows: 4. We will use new original equipment vehicle manufacturer parts for any private passenger type covered "auto" where required by the lease agreement which has a term of at least NCA 70 05 01 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 6 NCA 70 05 01 18 six months. If a new original equipment vehicle manufacturer part is not in production or distribution we may use a like, kind and quality replacement part. 0. DEDUCTIBLE AMENDMENTS The following are added to the Deductible provision of SECTION Ill -PHYSICAL DAMAGE COVERAGE: If another po licy or coverage form that is not an automobile policy or coverage form issued by this company applies to the same "accident", the following applies: 1. If the deductible under this coverage is the smaller (or smallest) deductible, it will be waived: 2. If the deductible under this coverage is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. If a Comprehensive or Specified Causes of Loss Coverage "loss" from one "accident" involves two or more covered "autos", only the highest deductible applicable to those coverages will be applied to the "accident," if the cause of the loss is covered for those vehicles. This provision only applies if you carry Comprehensive or Specified Causes of Loss Coverage for those vehicles, and does not extend coverage to any covered "autos" for which you do not carry such coverage. No deductible applies to glass if the glass is repaired, in a manner acceptable to us, rather than replaced. P. RENTAL REIMBURSEMENT COVERAGE 1. This coverage applies only to a covered "auto" for which Physical Damage Coverage is provided on this policy. 2. We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered "auto." No deductibles apply to this coverage. 3. We will pay only for those expenses incurred during the policy period beg inning 24 hours after the "loss" and ending, regardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably required to repair or replace the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you. b. The number of days shown in the Schedule. 4. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses incurred. b. $75 for any one day or for a maximum of 30 days. 5. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 6. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under SECTION Ill - PHYSICAL DAMAGE COVERAGE Coverage Extension. Q. EXPANDED TRANSPORTATION EXPENSE Paragraph A.4.a. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is replaced by the following: We will pay up to $50 per day to a maximum of $1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will only pay for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". R. EXTRA EXPENSE -STOLEN AUTOS The following paragraph is added to Coverage Extensions of SECTION Ill -PHYSICAL DAMAGE COVERAGE: c. We will pay for up to $5,000 for the expense of returning a stolen covered "auto" to you. We will pay only for those covered "autos" for which you carry Comprehensive or Specified Causes of Loss Coverage S. PHYSICAL DAMAGE LIMIT OF INSURANCE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, Paragraph C., Limit of Insurance is replaced by the following: C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss", or Page 4 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. NCA 70 05 01 18 b. The cost of repairing or replacing the damaged or stolen property. 2. $1500 is the most we will pay for "loss" in any one '_'accident" to all electronic equip- ment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment. b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or c. An integral part of such equipment. 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 4. The cost of repairing or replacing may: a. Be based on an estimate which includes parts furnished by the original equipment manufacturer or other sources including non-original equipment manufacturers and b. If a repair or replacement results in . better than like kind or quality, we will not pay for the amount of the net improvement. 5. If we offer to pay the actual cash value of the damaged or stolen property, we will value auto advertising wraps, paint customization, and similar business related advertising modifications, in addition to the actual cash value of the property. Auto advertising wraps, paint customization , and similar business related advertising modifications will be valued at the cost to replace them with an adjustment made for depreciation and physical condition. T. NEW VEHICLE REPLACEMENT COST The following is added to the Limit of Insurance provision of SECTION Ill -PHYSICAL DAMAGE COVERAGE: 5. The provisions of paragraphs 1. and 3. do not apply to a covered "auto" of the private passenger type or a vehicle with a gross vehicle weight rating of 20,000 pounds or less which is a "new vehicle." NCA 70 05 0118 In the event of a total "loss" to your new vehicle to which this coverage applies, we will pay at your option: a. The verifiable "new vehicle" purchase price you paid for your damaged vehicle, not including any insurance or warranties purchased; b. If it is available, the purchase price, as negotiated by us, of a "new vehicle" of the same make, model, and equipment or the most similar model available, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturers' dealership; or . c. The market value of your damaged vehicle, not including any furnishings, parts, or equipment not installed by the manufacturer or manufacturer's dealership. We will not pay for initiation or set up costs associated with loans or leases As used in this endorsement, a "new vehicle" means an "auto" of which you are the original owner that has not been previously titled and which you purchased less than 365 days before the date of the "loss". U. PHYSICAL DAMAGE COVERAGE EXTENSIONS Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, Coverage Extensions, b. Loss of Use Expenses is replaced by the following: b. Loss of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $50 per day, to a maximum of $1,500. The insurance provided by this provision is excess over any other collectible insurance. NCA 70 05 01 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 6 NCA 70 05 0118 \.l TRANSF-ER) l'Qfl (Rief--1 (OF) {RECOVERY', ' 'AGAINST OTHERS'.T j •·········" L ; ..•....• ,J The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" because of payments we make for damages under this coverage form. W. NOTICE OF AND KNOWLEDGE OF OCCURRENCE SECTION IV -BUSINESS AUTO CONDITIONS, Paragraph A is amended as follows: 6. NOTICE OF AND KNOWLEDGE OF OCCURRENCE a. Your obligation in the Duties in the Event of Accident, Claim, Suit or Loss Condition relative to notification requirements applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. b. Your obligation in the. Duties in the Event of Accident, Claim, Suit or Loss Condition relative to providing us with documents concerning a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. X. HIRED CAR -COVERAGE TERRITORY Item (5) of the Policy Period, Coverage Territory General Conditions is replaced by the following: (5) Anywhere in the world if a covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and Y. EMERGENCY LOCKOUT We will reimburse you up to $100 for reasonable expense incurred for the services of a locksmith to gain entry into your covered "auto" subject to these provisions: 1. Your door key, electronic key or key entry pad has been lost, stolen or locked in your covered "auto" and you are unable to enter such "auto" ; or 2. Your keyless entry device battery dies and you are unable to enter such "auto" as a result; 3. Your key, electronic key or key entry pad has been lost or stolen and you have changed the lock to prevent an unauthorized entry; and 4. Original copies of receipts for services of a locksmith must be provided before reimbursement is payable. Z. CANCELLATION CONDITION Paragraph A.2. of the COMMON POLICY CONDITION -CANCELLATION applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the First Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply in those states that require more than 60 days prior notice of cancellation. All terms and conditions of this policy apply unless modified by this endorsement. Page 6 of 6 Includes copyrighted material of Insurance Services Office, Inc., with its permission. NCA 70 05 01 18