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New Village Arts; 2022-01-19;
AGREEMENT FOR CONSTRUCTION AND REIMBURSEMENT OF NEW VILLAGE ARTS’ TENANT IMPROVEMENT PROJECT This Agreement for Construction and Reimbursement of New Village Arts’ Tenant Improvement Project is entered into as of ________________, 2022 (“Agreement”) by and between the CITY OF CARLSBAD, a California municipal corporation (“Landlord”) and NEW VILLAGE ARTS, a California tax exempt non-profit public benefit corporation organized under Section 501(c)(3) of the U.S. Internal Revenue Code (“Tenant”)(“collectively “Parties”) for the property located at 2787 State Street, California 92008, with reference to the following recitals: RECITALS WHEREAS, Landlord is the owner of certain real property and improvements thereon, consisting of approximately 9,400 square feet of commercial building space, designated as Assessor Parcel Numbers 203-295-01 and 02 and located at 2787 State Street, California, 92008 (the “Premises”); WHEREAS, Tenant operates the Premises as a performing arts facility, including without limitation, theater and musical performances, rehearsals, discussions and teaching performing arts and cultural endeavors; WHEREAS, the Parties entered into a Lease Agreement for the Premises effective September 22, 2021 (“Lease Agreement”); WHEREAS, the Parties acknowledge and agree this Agreement does not modify, alter or change the terms and conditions of the Lease Agreement which authorizes Tenant to commence construction of certain interior and exterior improvements and installation of Solar Panels on the Premises (“Tenant Improvement Project”) upon receipt of all necessary permits and approval by Landlord of the Final Plans for such work; WHEREAS, Tenant is solely responsible for the construction of the Tenant Improvement Project and payment of the costs thereof, with a portion of the costs to the reimbursed by Landlord in accordance with the terms of the Lease and this Agreement; and WHEREAS, this Agreement provides the timelines for construction performance measures and construction milestones for the Tenant Improvement Project required for Tenant to receive the partial reimbursement. NOW, THEREFORE, the Landlord and Tenant agree as follows: DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 1/19/2022 1 Recitals. The recitals, above, are true and correct and incorporated herein by this reference. 2 General Tenant Obligations. 2.1 In consideration of Landlord’s reimbursement of a portion of the costs of the Tenant Improvement Project as set forth herein and Landlord’s agreement to lease the Premises to Tenant, Tenant agrees to cause the construction of the Tenant Improvement Project, which work shall include the installation of roof-top photovoltaic panels (“solar panels”), exterior improvements to the south and east walls of the Premises, and interior renovations, as described in the public bidding documents and city-approved drawings, which are attached and incorporated herein by this reference. 2.2 Schedule. Tenant’s Improvement Project shall be completed pursuant to the following schedule: 2.2.1 For all Plans and Specifications that were submitted to the Carlsbad Building Department on or before November 30, 2021: 2.2.1.1 Tenant shall submit its Construction Documents, Plans and Specifications to Landlord for written approval a minimum of fifteen (15) calendar days prior to advertisement of a notice inviting bids for the project. 2.2.1.2 Landlord shall review and provide written approval or comments to the Construction Documents, Plans and Specifications within fifteen (15) calendar days after receipt. 2.2.1.3 Tenant shall not advertise notice inviting bids until Landlord approval is obtained. 2.2.1.4 Tenant shall not commence construction until they are in receipt of Building Permits. 2.2.1.5 Tenant shall obtain the Certificate of Occupancy and open for business to the public within twelve (12) months after Tenant receives the Building Permit This deadline may be extended by mutual written consent of the parties, provided the delay is not the result of Tenant’s actions or inaction. [THIS IS TO CONFORM TO 2.2.2.8. 2.2.2 For all Plans and Specifications that were not submitted to the Carlsbad Building Department on or before November 30, 2021: 2.2.2.1 Tenant shall submit its Plans and Specifications to Landlord for preliminary review a minimum of fifteen (15) calendar days prior to submittal to the City of Carlsbad Building Department. 2.2.2.2 Landlord shall review and provide written comments to the Plans and Specifications within fifteen (15) calendar days after receipt. 2.2.2.3 Tenant shall submit its Plans and Specifications to the City of Carlsbad Building Department on or before the date that is thirty (30) calendar days after receipt of Landlord's comments on Tenant’s Plans and Specifications. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 2.2.2.4 Tenant shall submit its Construction Documents, Plans and Specifications to Landlord for written approval a minimum of fifteen (15) calendar days prior to advertisement of a notice inviting bids for the project. 2.2.2.5 Landlord shall review and provide written approval or comments to the Construction Documents, Plans and Specifications within fifteen (15) calendar days after receipt. 2.2.2.6 Tenant shall not advertise notice inviting bids until Landlord approval is obtained. 2.2.2.7 Tenant shall not commence construction until they are in receipt of Building Permits. 2.2.2.8 Tenant shall obtain the Certificate of Occupancy and open for business to the public within twelve (12) months after Tenant receives the Building Permits. This deadline may be extended by mutual written consent of the parties, provided the delay is not the result of Tenant’s actions or inaction. 2.2.3 Plans and Specifications include, but are not limited to: building, mechanical, and electrical drawings, including instructions for materials, workmanship, style, color, and finishes. 2.2.4 Construction Documents include, but are not limited to: requests for qualifications or proposals including pre-qualification criteria, unsigned construction contract, contract addenda, notice inviting bids, instructions to bidders, bid (including documentation accompanying bid and any post-bid documentation submitted prior to notice of award), the bond(s), the general conditions, permits from other agencies, the special provisions, the plans, standard plans, standard specifications, reference specifications, and all modifications issued after the execution of the construction contract. 2.2.5 Landlord's approval of Tenant’s Plans and Specifications and Construction Documents shall create no responsibility or liability on the part of Landlord with respect to the completeness, design sufficiency, or compliance of such plans and specifications with any applicable laws, rules, ordinances, directions or regulations. 2.3 Commencement of Construction. Tenant shall not commence construction until Tenant has: (1) Received Landlord's written approval of Tenant's Final Plans and Specifications and Construction Documents for the construction project; (2) Acquired all necessary governmental approvals; (3) Notified Landlord in writing of Tenant's intent to commence construction activities; (4) Delivered to Landlord such insurance coverages as specified within the Lease and this Agreement; and (5) Delivered to Landlord CADD drawing files of the Tenant Improvement Project, if applicable. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 2.4 Roof Equipment: Tenant shall not make any roof penetration and/or modifications to accommodate Tenant provided roof mounted equipment without Landlord's prior written consent. Any roof-mounted equipment shall be reasonably screened from the view of the general public; however Tenant shall not be required to raise the level of any exterior wall or parapet in order to accomplish such screening. Final flashing and patching of any roof penetrations shall be made at Tenant's sole cost and expense. 2.5 Hazardous Substances: Tenant shall not introduce or cause to be introduced any asbestos or other toxic or hazardous substances in any construction materials, fixtures or equipment used in the Premises, except ordinary and customary materials reasonably required in Tenant’s Improvement Project so long as such use is in accordance with all applicable laws. The use of floor finishes containing asbestos is expressly prohibited. 2.6 Final Documents Delivered to Landlord: Tenant shall deliver to Landlord: (1) A copy of its final Certificate of Occupancy by the Opening Date; and (2) One set of reproducible "as built" or "marked up" drawings within 45 days after completion of Tenant's Improvement Project. 2.7 Construction Quality: Tenant's Improvement Project shall be performed in a good and workmanlike manner in accordance with all applicable law, ordinances and codes. Tenant shall only use new materials in performance of Tenant’s Improvement Project, unless prior written approval of Landlord is obtained. 2.8 Compliance with all Laws, Design Standards, and Construction Standards. In all aspects of the design and construction of the Project, Tenant certifies that it has or will comply with all laws and the most current editions of the Standard Specifications for Public Works Construction (Green Book), the City’s Standard Drawings and Design and Construction Standards, in effect at the time the Plans and Specifications for the Project was approved by the City of Carlsbad Building Department. Tenant certifies that it has and will comply with the Americans with Disabilities Act and Title 24 of the California Building Standards Code, California Code of Regulations. Tenant shall certify compliance with Title 24/ADA to Landlord in the form and content as set forth on Exhibit G “Certificate for Title 24/ADA Compliance.” 3 Tenant Contracting Obligations 3.1 Tenant shall cause the construction of the Tenant Improvement Project substantially in compliance with the Carlsbad Municipal Code and Zoning Code; California Public Contract Code, Division 2, Parts 1 and 3; the current edition of the Green Book; and all City-approved Plans and specifications applicable to the Tenant Improvement Project. 3.2 It shall be the sole responsibility of Tenant to observe and follow the requirements of City for retention of records and the submittal of information in connection with the Tenant Improvement Project, as specified in this Agreement. 3.3 Tenant certifies that all consultants hired to perform the necessary services related to the Tenant Improvement Project are and will be qualified and licensed and that all consultants shall be selected in accordance with all State and City laws, including regulations and policies applicable to consultants retained directly by Landlord unless a waiver of those procedures has been obtained. The selection of any consultant is subject to all applicable public contract laws, rules, and regulations, including, but not limited to, the City Charter, the Carlsbad DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC Municipal Code, Council Policies, and the City’s Administrative Regulations. Failure to adhere to all applicable consultant selection procedures is a material breach of this Agreement, and any contract awarded not in accordance with the Landlord’s consultant selection procedures shall be ineligible for reimbursement. 3.4 Tenant certifies that the professional services provided under this Agreement were and will be performed in accordance with the standards customarily adhered to by experienced and competent professional design, architectural, engineering, landscape architecture, and construction firms using the degree of care and skill ordinarily exercised by reputable professionals practicing in the same field of service in the State of California. 3.5 The Tenant, any consultants, contractors, subcontractors, and any other individuals employed by Tenant shall not be agents, vendors or employees of Landlord. Any provisions of this Agreement that may appear to give Landlord any right to direct Tenant concerning the details of performing the work or services under this Agreement, or to exercise any control over such performance, shall mean only that Tenant shall follow the direction of Landlord concerning the end results of the work. 3.6 Tenant certifies that it did not, and will not, discriminate on the basis of race, gender, gender expression, gender identity, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treatment of consultants, contractors, subcontractors, vendors or suppliers. Tenant certifies that it provided and will provide equal opportunity for contractors and subcontractors to participate in contracting and subcontracting opportunities. Tenant understands and agrees that violation of this clause shall be considered a material breach of the Agreement and may result in Agreement termination, debarment, and other sanctions. Tenant certifies that this language was included in contracts between the Tenant and any consultants, contractors, subcontractors, vendors and suppliers 3.7 Tenant shall comply with the City’s bidding, contracting, and change order procedures: 3.7.1 Tenant shall competitively bid all work and may select either: 3.7.1.1 Open to Any Qualified Bidder: If bidding on the Tenant Improvement Project will be open to any qualified bidder, Tenant shall advertise each notice inviting bids in at least one newspaper of general circulation in the City of Carlsbad. The first posting/publication of notice shall be at least fourteen (14) calendar) days before bid opening. Such notice shall be published for at least ten (10) consecutive days or for at least two (2) consecutive times in a weekly newspaper in the City of Carlsbad. Notice inviting bids shall be sent to the construction trade journals at least 15 calendar days before the bid opening. Proof of publication shall be sent to the Deputy City Engineer-Facilities. 3.7.1.2 Open to Prequalified Bidders: Where the notice inviting bids will only be sent to a list of pre-qualified bidders, a minimum of three (3) bidders shall be pre-qualified based on criteria reviewed and approved by the Deputy City Engineer-Facilities. 3.7.2 The notice inviting bids must clearly state the time, date, and place for the submission of bids. These dates and times must be strictly adhered to unless changed DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC by addendum. The notice inviting bids and any addenda shall be sent to the Deputy City Engineer-Facilities. 3.7.3 The request for bids shall state that the successful bidder shall be required to furnish a performance and warranty bond equal to one hundred percent (100%) of the amount bid and a labor and materials bond equal to one hundred percent (100%) of the amount bid. In lieu of these bond requirements, Tenant may permit securities or cash to be substituted therefore. Providers of architectural, engineering, and land surveying services shall not be required to post bonds. 3.7.4 The request for bids shall require bidders to furnish a certificate of insurance and name the city as additional insured for commercial general liability, automobile liability, workers compensation and any other requirements set forth by the City’s Risk Manager. 3.7.5 If significant changes to plans, specifications, or request for bids require the issuance of an addendum in the last five (5) working days of the bidding period, the bid opening date shall be extended to allow bidders a minimum of five (5) working days from receipt of the addendum to accommodate the change. 3.7.6 Bidders shall be given a reasonable period of time between the issuance of the notice inviting bids and bid opening to permit bidders to prepare and submit their bids in a timely manner. The recommended minimum period between issuance of the notice inviting bids and bid opening is four (4) weeks, but in no event shall that time period be less than 15 days. 3.7.7 Tenant shall conduct the bid opening at a location open to the public. Sealed bids will be required to be submitted on or before the specified date and time and will be publicly opened and the bidder's name and total bid announced at the bid opening in the presence of any interested party. 3.7.8 Tenant shall open all bids in the presence of any interested parties and shall rank all bids from the lowest to the highest bid amount, based upon costs for the Improvements. Tenant shall prepare a summary analysis of all bids and provide its findings regarding the bid award to the Deputy City Engineer – Facilities within five (5) working days of the date such award is made. The summary analysis shall include: (a) an itemized summary of all bids received; (b) a certificate executed by an authorized representative of Tenant stating that all bidders received the same set of bid documents and any addenda issued, there are no pending disputes over the bidding procedures, all applicable binding, insurance, and licensing requirements have been met, and the bid was made without connection with any collusion or fraud; and (c) a copy of the selected bid proposal for award. 3.7.9 Tenant shall retain the original of all bids received for a minimum of three (3) years after bid award. 3.7.10 Tenant shall award contracts to the lowest responsive, responsible bidder within sixty (60) days after bid opening with concurrence of the Deputy City Engineer- Facilities and shall authorize the contractor to proceed with the work within sixty (60) days after award. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 3.7.11 Tenant shall not authorize the contractor to begin construction until the following documentation has been submitted to, and approved by, the Deputy City Engineer- Facilities: (a) copies of the signed bid documents for the construction of the Improvements; (b) copies of all insurance certificates for the Tenant and contractor; and (c) a written statement to certify and declare, under penalty of perjury, that the bid documents and bidding procedures were prepared and followed in accordance with the requirements of this Agreement. Upon written approval from the Deputy City Engineer-Facilities, the Tenant may issue the notice to proceed to the contractor. 3.7.12 Tenant shall schedule and conduct a pre-construction meeting prior to the beginning of construction of the Improvements. Tenant shall invite the Landlord, Deputy City Engineer-Facilities, design engineer, contractor, inspector, and any other interested parties. 3.7.13 If Tenant desires that any change order be included in the Reimbursement Amount, Tenant shall, prior to undertaking such work, obtain the written acknowledgment of the Deputy City Engineer – Facilities as to the need to perform the work in order to satisfactorily complete the construction of the Tenant Improvement Project. The Deputy City Engineer – Facilities’ acknowledgment shall be documented in writing. If Tenant undertakes such work prior to obtaining the Deputy City Engineer – Facilities’ written acknowledgment, Tenant assumes the risk that such change order may not be included in the Reimbursement Amount. 3.7.14 Contracts for the construction of the Improvements shall provide for payments of prevailing wages by all Contractors and Subcontractors for all work performed. Tenant shall include the following provisions in the contract for construction of the Improvements: The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to the sections 1770, 1773, and 1773.1 of the Labor Code. Pursuant to section 1773.2 of the Labor Code, a current copy of applicable wage rates is on file in the principal office of New Village Arts and shall be made available to any interested party on request. The Contractor to whom the Contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in the execution of the Contract. The Prime Contractor(s) shall be responsible for insuring compliance with provisions of section 1777. 5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The Deputy City Engineer- Facilities is the "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. The Prime Contractor and all subcontractors shall comply with Section 1776 of the Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require all subcontractors to comply with Section 1776. 3.7.15 Work that is proposed to deviate from the approved Plans or revisions to the Plans shall be reviewed and approved by the Deputy City Engineer-Facilities or designee, and if required, the City’s Building Department and fire prevention divisions. 3.7.16 Tenant shall ensure that all contractors and subcontractors provide lien and material releases as to the Project and provide copies of such lien and material releases to the City Engineer. Alternatively, with City’s approval, which shall not be unreasonably withheld, Tenant may ensure that bonds are provided in a form acceptable to City in lieu of the lien and material releases. Landlord shall have the right to post and maintain and record on the Premises any notice of non- responsibility provided for by the mechanic's lien laws. 3.8 Tenant shall secure warranty from Contractor for all work for one (1) year after recordation of the City issued notice of completion and any faulty work or materials discovered during the warranty period shall be repaired or replaced by Tenant, at its expense. Twenty-five percent (25%) of the faithful performance bond shall be retained as a warranty bond for the one-year warranty period. Tenant shall replace or repair any such defective work in a manner satisfactory to the Deputy City Engineer-Facilities, after notice to do so from the Deputy City Engineer-Facilities, and within the time specified in the notice. If Tenant fails to make such replacement or repairs within the time specified in the notice, City may perform this work and Tenant's contractor's sureties shall be liable for the cost thereof. 3.9 The Tenant Improvement Project will be inspected by the Deputy City Engineer – Facilities, for acceptance by Landlord, upon receipt of the Tenant’s written assertion that the Tenant Improvement Project has been completed. The Landlord will not accept the project or any portion of the project as complete before all of the project is completed and all outstanding deficiencies that may exist are corrected by the Landlord and Landlord is satisfied that all the materials and workmanship, and all other features of the project, meet the requirements of all of the specifications for the project. Use, temporary, interim or permanent, of all, or portions of, the Premises does not constitute acceptance of the project. If, in the Landlord’s judgment, the Tenant Improvement Project has been completed and is ready for acceptance the Landlord may accept the completed project. Upon Landlord’s acceptance of the project the Deputy City Engineer – Facilities will cause a “Notice of Completion” to be filed in the office of the San Diego County Recorder. Upon Final Completion of the Project, Tenant shall assign its rights under its contracts with all contractors, subcontractors, design professionals, engineers, and material suppliers associated with the Project to Landlord. Tenant shall be required to obtain written approval and acknowledgement, whether in the form of a contract provision or separate document, of such assignment from its contractors, subcontractors, design professionals, engineers, and material suppliers. This assignment of rights shall not relieve Tenant of its obligations nor prohibit any remedies under this Agreement. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 4 General Landlord Obligations. Landlord shall reimburse Tenant in an amount not to exceed five hundred seventy-three thousand dollars ($573,000), which will be comprised of the following Reimbursable Amounts: 4.1 Solar Panels: Not to exceed one hundred and three thousand dollars ($103,000) for the direct costs incurred to install photovoltaic panels on the roof of the Premises as described in the approved Construction Documents. 4.2 Exterior Improvements: Not to exceed four hundred and seventy thousand dollars ($470,000) for the direct costs incurred for exterior improvements to the south and east walls of the Premises as described in the approved Construction Documents. 5 Incremental Reimbursement of Costs. 5.1 The reimbursement of costs for the Solar Panels and for the Exterior Improvements shall each be payable to Tenant on a monthly basis, with 10 percent withheld until satisfactory completion of the project, as follows: 5.1.1 Solar Panels: 5.1.1.1 Invoice Payments: Tenant may submit invoices to Landlord at intervals of no more than once per month showing the direct construction costs incurred by Tenant. Landlord shall reimburse Tenant up to a total of $92,700 for the direct construction costs incurred as shown on invoices and in accordance with Section 6, Eligibility for Reimbursement, below. In no event shall the total of all invoices reimbursed by Landlord exceed $92,700. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 5.1.1.2 Final Payment: Tenant shall be paid $10,300 (10 percent) 35 days after notice of completion recorded, assuming no stop notices/lien and upon satisfactory completion, in accordance with Section 6, Eligibility for Reimbursement, of one hundred (100) percent of the Solar Panel installation. 5.1.2 Exterior Improvements: 5.1.2.1 Invoice Payments: Tenant may submit monthly invoices to Landlord at intervals of no more than once per month showing the direct construction costs incurred by Tenant. Landlord shall reimburse Tenant up to a total of $423,000 for the direct construction costs incurred as shown on invoices and in accordance with Section 6, Eligibility for Reimbursement, below. In no event shall the total of all invoices reimbursed by Landlord exceed $423,000. 5.1.2.2 Final Payment: Tenant shall be paid $47,000 (10 percent) upon satisfactory completion 35 days after notice of completion recorded, assuming no stop notices/lien and in accordance with Section 6, Eligibility for Reimbursement, of one hundred (100) percent of the Exterior Improvements. 6 Eligibility for Reimbursement. 6.1 Invoice Payments: Once per month, Tenant shall be eligible for reimbursement of direct construction costs incurred, in the amount shown on invoices provided by Tenant’s contractor(s), provided: DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 6.1.1 The work performed by Tenant was contracted for and performed in accordance with the terms of the contract with the Contractor and this Agreement; and 6.1.2 Tenant provides all required documentation specified in Section 7.2, below. 6.1.3 Once Landlord has paid Tenant ninety percent of the Reimbursable Amounts for the Solar Panels and Exterior Improvements, respectively, Landlord has no further obligation to make payments to Tenant, except as provided in Section 6.3, Final Payment. 6.2 Non-Reimbursable Costs. Non-Reimbursable Costs include: (i) Any cost or expenditure in excess of the Reimbursable Amounts; (ii) any cost or expenditure to remedy Defective Work (as defined in Section 12); (iii) any cost or expenditure caused by Tenant’s or Tenant’s consultants’, contractors’, subcontractors’, employees’, or other agents’ (collectively, “Tenant’s agents”) negligence, omissions, delay, except as delay may be outside the control of the person or entity, or Default; (iv) any cost of substituted products, work or services not necessary for completion of the Project, unless requested and approved by Landlord in writing; (v) any cost or expenditure not approved by Landlord in the manner required by this Agreement and/or the Charter of the City of Carlsbad (Charter) and rules, regulations, or laws promulgated thereunder; (vi) any cost not supported by proper invoicing or other documentation as reasonable and necessary; and (vii) any cost in excess of available for reimbursement to Tenant for the design and construction of the Project. Additionally, the fair value as reasonably determined by Landlord of any property that is destroyed, lost, stolen, or damaged rendering it undeliverable, unusable, or inoperable for Landlord constitutes a Non- Reimbursable Cost. 6.3 Final Payment: Landlord shall pay Tenant the Final Payment for the Solar Panels and for the Exterior Improvements 35 days after notice of completion recorded for the Solar Panels and Exterior Improvements, assuming no stop notices/lien, and upon satisfactory completion of one hundred percent of each project, provided Tenant provides all required documentation specified in Section 7.2. 7 Submittal and Audits of Reimbursable Amounts. 7.1 Tenant shall retain detailed payment records for all Reimbursable Amounts. 7.2 Each reimbursement request shall include the following documentation, as applicable: 7.2.1 A spreadsheet using Microsoft Excel, showing all eligible and non-eligible costs for each contractor, subcontractor, or vendor by bid item with the unit price bid, estimated quantity, actual quantity, total bid amount, change order amount, amount invoiced, cumulative amount invoiced, and retained amount. A summary sheet of all costs shall be included with each reimbursement request compared to the budget for each item of work and cross-reference to the voicer and canceled check number. 7.2.2 Copies of invoices, vouchers, canceled checks (front and back), or other evidence of payment to support the reimbursement request. 7.2.3 For the final payment request, Tenant shall provide in addition to the items above: a copy of the City issued and recorded notice of completion for the projects specified in Section 4, above; copies of all final mechanics lien releases from each contractor, subcontractor or vendor; and a copy of the approved as-built plans that incorporate all approved changes. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 7.3 Each reimbursement request will be processed and audited for City by the Deputy City Engineer - Facilities. 8 Payment of Reimbursable Amounts. 8.1 Upon receipt and review of the Tenant’s Reimbursement Request, the Deputy City Engineer- Facilities may reject any additional cost claim that is not eligible under this Agreement or for which supporting documentation was not provided. If the Deputy City Engineer-Facilities rejects payment on any cost claim comprising the Reimbursement Request, the Deputy City Engineer-Facilities shall notify Tenant within thirty (30) days after the City's receipt of the Reimbursement Request, including all required documentation. 8.2 The Deputy City Engineer-Facilities shall process the invoice for payment in accordance with City invoice payment procedures. 8.3 In the event that Tenant and the Deputy City Engineer-Facilities cannot agree on the amount or eligibility of a claimed expense, the dispute procedures in Section 9 shall be followed. Resolution of any disputed costs or items of work shall not delay processing of an invoice that has been properly submitted by Tenant for reimbursement of costs that were deemed eligible for reimbursement by the Deputy City Engineer-Facilities. 9 Disputes/Claims. If a dispute should arise regarding performance or interpretation of this Agreement, the following procedures shall be used to resolve any question of fact or interpretation of this Agreement not informally resolved by the parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement shall be reduced to writing by the principal of Tenant or the Deputy City Engineer-Facilities. A copy of such documented dispute shall be forwarded to Landlord and Tenant, at the addresses provided in Section 14 for Notices, along with recommended methods of resolution which would be of benefit to both parties. The Deputy City Engineer-Facilities or principal of Tenant, upon receipt, shall reply to the letter, including a recommended resolution within ten (10) days. If the recommended resolution is unsatisfactory to the aggrieved party, the aggrieved party may request in writing an informal conference to informally resolve the disagreement. The informal conference shall be held within fourteen (14) days of the request, at a date, time and location that is mutually acceptable. If an informal conference is not requested or if an informal conference fails to resolve the dispute, a letter outlining the dispute shall be forwarded to the City Council for resolution through the office of the City Manager, with a copy to Landlord. The City Council may, but is not obligated to, resolve the dispute. If the City Council considers the dispute, and directs a solution, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties from seeking remedies available to them at law. 10 Indemnification. Other than the performance of design professionals services, Tenant shall defend, indemnify, and hold harmless the City and its officers, agents, departments, officials, and employees (Indemnified Parties) from and against all claims, losses, costs, damages, injuries, expense, and liability of every kind that arise out of or relate to, directly or indirectly, in whole or in part, (a) any work performed under this Agreement by Tenant or Tenant's agents, any subcontractor, anyone directly or indirectly employed by them, or anyone they control, (b) the negligent or willful acts or omissions of Tenant, its agents, contractors, subcontractors or DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC employees, (c) any breach of any obligation, covenant, representation or warranty of Tenant under this Lease, or (d) the use and operation of the Premises during the Term. Tenant's duty to defend, indemnify, and hold harmless shall not include any claims or liabilities arising from the active or sole negligence or willful misconduct of the Indemnified Parties. Nothing herein shall prohibit the Tenant from seeking all remedies available against any of its agents, subcontractors, anyone directly or indirectly employed by them, or anyone they control. With respect to the performance of design professional services, to the fullest extent permitted by law (including, without limitation, California Civil Code section 2782.8), Tenant shall require its design professional to indemnify and hold harmless City, its officers and employees, from all claims, demands, or liability that arise out of or relate to the negligence, recklessness, or willful misconduct of Tenant's design professional or the design professional's officers or employees. 11 Insurance. Tenant shall, at its expense, 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 terms of this Agreement by Tenant or Tenant's agents, representatives, employees, contractors or subcontractors. All policies that Tenant is required to obtain under this section shall be issued by companies licensed to do business in California with a general policyholder’s rating of not less than “A-” and a financing rating of not less than Class “VIII”, as rated by the most current available “Best’s” Insurance Reports and shall be in a form (without any additions or deletions unless approved in writing by Landlord) and underwritten by companies acceptable to Landlord. 11.1 Coverage and Limits. Tenant will maintain the types of coverage and minimum limits indicated below, unless the City of Carlsbad Risk Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Tenant's indemnification obligations under this Agreement. Landlord (City), its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Tenant pursuant to this Agreement are adequate to protect Tenant. If Tenant believes that any required insurance coverage is inadequate, Tenant will obtain such additional insurance coverage, as Tenant deems adequate, at Tenant's sole expense. The full limits available to the named insured shall also be available and applicable to Landlord (City) as an additional insured. 11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for performance of the work under this Agreement). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers’ Compensation and Employer’s Liability. Tenant shall obtain and keep in force workers’ compensation and employer’s liability insurance covering all employees of Tenant engaged on or with respect to the Premises, affording applicable statutory limits DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC for workers’ compensation coverage and at least $1,000,000.00 in limits for employer’s liability coverage. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Tenant'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 Improvements. 11.2 Additional Provisions. Tenant will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: Landlord will be named as an additional insured on Commercial General Liability which shall provide primary coverage to Landlord. Tenant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 Landlord sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to Landlord's execution of this Agreement, Tenant will furnish certificates of insurance and endorsements to Landlord. 11.4 Failure to maintain Coverage. If Tenant fails to maintain any of these insurance coverages, then Landlord will have the option to declare Tenant in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Tenant is responsible for any payments made by Landlord to obtain or maintain insurance and Landlord may collect these payments from Tenant or deduct the amount paid from any sums due Tenant under this Agreement. 11.5 Submission of Insurance Policies. Landlord reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 12 Defective Work. All work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not conform to the Construction Documents is defective (Defective Work). If within the designated warranty period, or such additional period as may be required by law or regulation, the Project is discovered to contain Defective Work, Tenant shall promptly and in accordance with Landlord’s written instructions and within the reasonable time limits stated therein, either correct the Defective Work, or if it has been rejected by Landlord, remove it from the site and replace it with non-defective and conforming work. 12.1 If circumstances warrant, including an emergency or Tenant’s failure to adhere to Section 12, Landlord may correct, remove, or replace the Defective Work. In such circumstances, Tenant shall not recover costs associated with the Defective Work and shall reimburse Landlord for all Landlord’s costs, whether direct or indirect, associated with the correction or removal and replacement. 12.2 All costs incurred by Tenant or Tenant’s agents to remedy Defective Work are Non- Reimbursable Costs, except nothing herein shall prevent Tenant from reimbursement from the Tenant’s Contractor’s sureties as stated in section 3.8. If Landlord has already reimbursed Tenant for Defective Work, Landlord is entitled to an appropriate decrease in Reimbursable Costs, to withhold a setoff against the amount, or to make a claim against Tenant’s or the construction contractor’s bond or against Tenant if Tenant has been paid in full. 12.3 When Defective Work, or damage there from, has been corrected, removed, or replaced during the warranty period, the one (1) year, or relevant warranty period, shall be extended for an additional one (1) year from the date of the satisfactory completion of the correction, removal, or replacement. 12.4 Exercise of the remedies for Defective Work pursuant to this Article shall not limit the remedies Landlord may pursue under this Agreement, at law, or in equity, nor shall it limit Tenants remedies to seek reimbursement as applicable from the Contractor’s sureties or from the Contractor. 12.5 If Tenant and Landlord are unable to reach agreement on disputed work, Landlord may direct Tenant to proceed with the work and compensate Tenant for undisputed amounts. Payment of disputed amounts shall be as later determined by mediation or as subsequently adjudicated or established in a court of law. Tenant shall maintain and keep all records relating to disputed work. 12.6 Where Defective Work has been identified prior to the Final Completion of Project, Tenant shall promptly, and in accordance with Landlord’s written instructions and within the reasonable time limits stated therein, either correct the Defective Work, or if it has been rejected by Landlord, remove it from the site and replace it with non-defective and conforming work. Costs incurred to remedy Defective Work are Non-Reimbursable Costs, except Tenant may seek reimbursement from Contractor or Contractor’s bond. Where Defective Work is not remedied, Landlord is entitled to an appropriate decrease in Reimbursable Costs, to withhold a setoff against the amount paid, or make a claim against the Tenant’s or construction contractor’s bond. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 13 Assignment of Contract. Tenant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of Landlord. 14 Notices. Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or by Federal Express (or similar reputable express delivery service), or by electronic transmission with back-up copy mailed the same day, or as of the second business day after mailing by United States Certified Mail, return receipt requested, postage prepaid, addressed as shown below. Notices required to be given to Tenant shall be addressed as follows: New Village Arts Rae Henderson, Managing Director - rae@newvillagearts.org Sue Loftin, Board Member - sue@loftinbedell.com 2787 State Street Carlsbad, CA 92008 Project Manager Robert Webster, Project Manager - r.webster@gardinerusa.com Notices required to be given to Landlord shall be addressed as follows: Cutis Jackson Real Estate Manager – City of Carlsbad 3096 Harding Street Carlsbad, CA 92008 Curtis.Jackson@carlsbadca.gov Notices required to be given to the Deputy City Engineer - Facilities shall be addressed as follows: John Maashoff Deputy City Engineer-Facilities 405 Oak Avenue Carlsbad, CA 92008 john.maashoff@carlsbadca.gov DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC 15 Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all parties had signed the same signature page. 16 Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the statutes, decisions, and other laws of the State of California and the Federal Statutes, regulations, decisions relating to Tenant’s standing as an exempt organization and other laws of the United States. Tenant expressly agrees that any and all disputes arising out of or in connection with this Agreement shall be litigated only in the North County Superior Court of the State of California for San Diego County, and Tenant and Landlord hereby consents to the jurisdiction of said court, unless the Federal laws are applicable. 17 Complete Agreement. This Agreement contains all terms, covenants, conditions, warranties and agreements of the Parties with respect to the subject matter contained herein, and supersedes all negotiations, discussions, and prior drafts with respect to this subject matter. 18 Amendment. This Agreement may not be amended, altered or modified in any way except in writing signed by the parties hereto. 19 No Partnership. It is agreed that nothing contained in this Agreement shall be deemed or construed as creating a partnership or joint venture between Landlord and Tenant or between Landlord and any other party, or cause Landlord to be responsible in any way for the debts or obligations of Tenant or any other party. 20 No Third Party Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity which is not a party hereto, and the parties hereto expressly disclaim any such third-party benefit. 21 Severability. If any provision of this Lease or application thereof to any person or circumstances shall to any extent be invalid, the remainder of this Lease (including the application of such provision to persons or circumstances other than those to which it is held invalid) shall not be affected thereby, and each provision of this Lease shall be valid and enforced to the fullest extent permitted by law. 22 Signatures. The individuals executing this Lease represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Lease on behalf of the respective legal entities of Tenant and Landlord. DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC IN WITNESS WHEREOF, the parties hereto have executed this Construction and Reimbursement Agreement as of the date first above written. Tenant: NEW VILLAGE ARTS Landlord: CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick City Manager ATTEST: By: (sign here) FAVIOLA MEDINA City Clerk Services Manager If required by City, 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, City Attorney BY: _____________________________ Deputy City Attorney Mary E. Kerr, Treasurer Robert I. Lin, President DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC January 2, 2022 Celia A. Brewer City Attorney Office of the City Attorney 1200 Carlsbad Village Drive Carlsbad, CA 92008 Re: Construction Agreement Dear Ms. Brewer: A special meeting of the New Village Arts Board of Directors was called on due notice and held on Monday, December 27, 2021 at 9:00 a.m. via electronic conference, in accordance with the bylaws. A quorum was declared and it was moved and seconded that the board approve the Construction Agreement, as negotiated between New Village Arts and the City of Carlsbad. After due discussion, a vote was taken in which it was resolved by unanimous approval that New Village Arts enter into the Construction Agreement and that signature authority be delegated to Robert I. Lin, President of the Board, Saundra Redmond-Moton, Secretary of the Board, and Mary Kerr, Treasurer of the Board, any two being authorized to act. I, Mary E. Kerr, declare that the above resolution came before the Board of Directors as stated, was moved and seconded and that the vote was to approve and to delegate signature authority as stated. Sincerely, Mary E. Kerr Treasurer of the Board Kristianne Kurner Executive Artistic Director Rae Henderson Managing Director Robert I. Lin President Saundra Redmond-Moton Vice President/ Secretary Mary Kerr Treasurer Board Members at Large Kristianne Kurner John Harelson Sue Loftin Christy Rosa Mohler, M.D Andrea Moriarty Lou Storrow Scott L. White, Former President DeMilo Young NVA Advisory Board Rosemary Eshelman, Chair Ariel Ariel Bedell Mark Caruana Kathy Deering Fred Deutsch Haley DiDonato Mea Hall Walt & Sharon Hambly Pat Hansen Bobbie Hoder Pat Hurley Emma Jadhav Chelsea Kaufman Richard Kuranda Cassie Langan Linda Ledesma Gina McBride Dr. Bob Ogle Christine Ileto Pangan Justin Peek Elizabeth Rhodes Shari Roberts Jay Sarno Don & Becky Sciglimpaglia NVA is a 501(c)(3) Non-Profit Organization Tax ID #52-2320930 New Village Arts, Inc. 2787 State St. Carlsbad, CA 92008 760.433.3245 info@newvillagearts.org www.newvillagearts.org DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 1/6/2022 AssuredPartners Design Professionals Insurance Services,LLC3697Mt.Diablo Blvd Suite 230LafayetteCA94549 The Certfiicate Team CertsDesignPro@AssuredPartners.com License#:6003745 Berkley Insurance Company 32603 MIGINC0-01 Travelers Property Casualty Company of America 25674MIG,Inc.Moore Iacofano Goltsman,Inc.800 Hearst AveBerkeleyCA94710 The Travelers Indemnity Company of Connecticut 25682 926492498 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X X Y Y 6801H899998 8/31/2021 8/31/2022 2,000,000 C 1,000,000 X X X Y Y BA0S579947 8/31/2021 8/31/2022 B X X 10,000,000YCUP0H7587628/31/2021Y 8/31/2022 10,000,000 X 0 B XYUB2L5539098/31/2021 8/31/2022 1,000,000 1,000,000 1,000,000 A ProfessionalLiability N Y AEC904725003 8/31/2021 8/31/2022 Each ClaimAnnualAggregate $3,000,000$5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability. Re:Project 60710.00 -Carlsbad City Hall Scoping &SpaceCityofCarlsbadisnamedasanadditionalinsuredasrespects general and auto liability as required per written contract or agreement. 30 Days Notice of Cancellation City of Carlsbad3096HardingStreetCarlsbadCA92008 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC ÐÑÔ×ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò ̸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ ×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò ·¿³»²¼»¼¬±·²ó ´±½¿¬·±²¼»·¹²¿¬»¼¿²¼¼»½®·¾»¼·²¬¸»½¸»¼«´»±º ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±®±®ó ¬¸·»²¼±®»³»²¬°»®º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²ó ¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§©·¬¸ «®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬ó½±³°´»¬»¼±°»®¿ó ®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þ±®þ°®±°»®¬§¼¿³ó ¬·±²¸¿¦¿®¼þò ¿¹»þ½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸» ×ÍÑЮ±°»®¬·»ôײ½òôîððì п¹»ï±ºï Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. CG T8 02 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC ÐÑÔ×ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ×ÝÇòÐÔÛßÍÛÎÛßÜ×ÌÝßÎÛÚËÔÔÇò ̸·»²¼±®»³»²¬³±¼·º·»·²«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ øײº±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·Í½¸»¼«´»ô·º²±¬¸±©²¿¾±ª»ô©·´´¾»¸±©²·²¬¸»Ü»½´¿®¿¬·±²ò÷ Í»½¬·±²×× É¸±×߲ײ«®»¼·¿³»²¼»¼¬±·²ó ̸··²«®¿²½»¼±»²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ½´«¼»¿¿²¿¼¼·¬·±²¿´·²«®»¼¬¸»°»®±²ø÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±®°»®±²¿´·²¶«®§Œ ±®¹¿²·¦¿¬·±²ø÷¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®¿¼ª»®¬··²¹·²¶«®§Œ¿®··²¹±«¬±º¿²±ºº»²» ©·¬¸®»°»½¬¬±´·¿¾·´·¬§º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ô¿º¬»®æ ¼¿³¿¹»þôþ°»®±²¿´·²¶«®§Œ±®¿¼ª»®¬··²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´ô°¿®¬±®»¯«·°ó½¿«»¼ô·²©¸±´»±®·²°¿®¬ô¾§æ ³»²¬º«®²·¸»¼·²½±²²»½¬·±²©·¬¸«½¸©±®µô DZ«®¿½¬±®±³··±²å±®±²¬¸»°®±¶»½¬ø±¬¸»®¬¸¿²»®ª·½»ô³¿·²¬»ó ²¿²½»±®®»°¿·®÷¬±¾»°»®º±®³»¼¾§±®±²Ì¸»¿½¬±®±³··±²±º¬¸±»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿ó¾»¸¿´ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²¸¿¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²«®»¼ø÷¿¬¬¸»´±½¿¬·±²ø÷¼»·¹ó ̸¿¬°±®¬·±²±ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·»¸¿¾»»²°«¬¬±·¬·²óÉ·¬¸®»°»½¬¬±¬¸»·²«®¿²½»¿ºº±®¼»¼¬±¬¸»»¬»²¼»¼«»¾§¿²§°»®±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²«®»¼ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®«¾½±²¬®¿½ó·±²¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²º±®¿ °®·²½·°¿´¿¿°¿®¬±º¬¸»¿³»°®±¶»½¬ò ݱ°§®·¹¸¬îððë̸»Í¬òп«´Ì®¿ª»´»®Ý±³°¿²·»ôײ½òß´´®·¹¸¬®»»®ª»¼ò п¹»ï±ºï ײ½´«¼»½±°§®·¹¸¬»¼³¿¬»®·¿´±º×²«®¿²½»Í»®ª·½»Ñºº·½»ôײ½ò©·¬¸·¬°»®³··±²ò Any person or organization that you agree in a written contract to include as an additional insured on thisCoverage Part, provided that such written contract was signed by you before, and is in effect when, the"bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. CG T8 01 XX XX DATE OF ISSUE: 6801H899998 08/31/2021 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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 claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 6801H8999986801H899998 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS:ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6801H899998 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m dfie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the polcya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabilty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia ilty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA0S579947 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC Policy#: BA0S579947 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA0S579947 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB2L553909 Travelers Property Casualty Company of America 1/6/2022 DocuSign Envelope ID: 8EA75478-33EC-4C34-9834-DA644B723AAC