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HomeMy WebLinkAboutRichard Anthony Associates DBA Zero Waste Associates; 2022-04-05; PSA22-1778ENVPSA22-1778ENV City Attorney Approved Version 2/11/2025 1 AMENDMENT NO. 3 TO EXTEND AND AMEND AGREEMENT FOR SUSTAINABLE MATERIALS MANAGEMENT OUTREACH & EDUCATION SERVICES RICHARD ANTHONY ASSOCIATES D.B.A. ZERO WASTE ASSOCIATES This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2025, extending and amending the agreement dated April 5, 2022 (the “Agreement”) by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Richard Anthony Associates, a sole proprietorship d.b.a. Zero Waste Associates, (“Contractor") (collectively, the “Parties”) for Sustainable Materials Management (SMM) Outreach and Education Services. RECITALS A. On March 13, 2023, the Parties executed Amendment No. 1 to the Agreement to extend and fund the agreement for a period of one (1) year; and B. On March 14, 2024, the Parties executed Amendment No. 2 to the Agreement to extend the agreement for a period of one (1) year; and C.The Parties desire to extend the Agreement for a period of one (1) year; and D.The Parties have negotiated and agreed to an amended scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit “A”, Scope of Services and Fee (Amended), and decreases the Agreement amount by $40,600; and to amend the indemnification obligation in the Agreement. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit “A.” With this Amendment, the total allowable Agreement amount shall not exceed three hundred fifty five thousand four hundred dollars ($355,400). 2.The Scope of Services described in Exhibit “A” of the Agreement is hereby amended as set forth in Exhibit “A” Scope of Services and Fee Schedule (Amended), attached to this Amendment No. 3. 3.Section 5 of the Agreement is amended to decrease the total amount paid to Contractor for Services by $40,600 per agreement year, from the previous amount of $99,000 per agreement year to $58,400 per agreement year. 4.Contractor will complete all work described in Exhibit “A” by April 3, 2026 5.Section nine (9) “INDEMNIFICATION” of the Agreement is hereby deleted in its entirety and replaced as follows: Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB 7th March PSA22-1778ENV City Attorney Approved Version 2/11/2025 2 against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys 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. 6. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 7. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 8. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. [signatures on following page] Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB PSA22-1778ENV City Attorney Approved Version 2/11/2025 3 CITY OF CARLSBAD, a municipal corporation of the State of California CONTRACTOR RICHARD ANTHONY ASSOCIATES, a sole proprietorship d.b.a. Zero Waste Associates By: By: (sign here) Sheila Cobian, Assistant City Manager as authorized by the City Manager Richard Anthony, Owner (print name/title) ATTEST: By: (sign here) for SHERRY FREISINGER, City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB SD Fixit Clinic and Repair Event Proposal Goal: Organize and implement 5 SD Fixit and Repair Events in the Carlsbad region for Fiscal Year 25/26 Objective: Stimulate the repair economy within the community and help extend the life of existing products, repair items, and educate the community of repair through public events to divert reusables from the landfill. Scope of Work: SD Fixit Clinics (SDFC) is a volunteer-run event that brings together DIY-minded individuals and organizations to help promote reuse and repair in their community. The SDFC is a DBA under Zero Waste San Diego (ZWSD) This proposal is to host 6 San Diego Fixit Clinics in FY 25/26 in the City of Carlsbad. Proposal Breakdown •Host 6 Standard SD Fixit Clinic for FY 25/26 o April XX – Earth Month o June XX – Garding Theme o August XX – Back to School Theme o October XX – International Repair Day o December XX – Winter Holiday •Host a Reuse and Repair Section of the Carlsbad Earth Day Event (2025) PSA22-1778ENV; Amend No. 3 Exhibit "A" (Amended) Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB ZWSD tasks would include but not limited to: ● Client Meeting to discuss timeline and deliverables ● Develop a marketing plan to communicate and implement each event through attending stakeholder meetings, provide marketing and advertising through social media (ie. Facebook/Instagram AD), website and other online community calendars and flyers/posters throughout the community and constant communication with volunteers and attendees. ○ Provide marketing content that includes schedule of events to the City for the City to assist in promotion through their social media and other communications outlets at least a month before each event. ● Recruit local coaches and support team to connect individuals, organizations and businesses to the SD Fixit Clinic and Repair Event and Carlsbad Earth Day Event. ● Identify local repair businesses and organizations in the community to part of the SDFC. ● Implement the event ● Report findings including items and pounds diverted, attendance, and feedback received from attendees regarding the event. PSA22-1778ENV; Amend No. 3 Exhibit "A" (Amended) Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB Budget: Tasks Amount Total April 2025 SD Fixit Clinic $3,000.00 Upcycling Vendor $1,400.00 Bicycle Maintenance $100.00 Sub-Total for April 2025 $4,500.00 Carlsbad Earth Month 2025 Zero Waste Booth $1,500.00 Upcycled Vendors 4 $9,100.00 Bicycle Maintenance $400.00 Sub-Total for Earth Month 2025 $11,000.00 June 2025 SD Fixit Clinic $3,000.00 Upcycling Vendor $2,000.00 Bicycle Maintenance $100.00 Sub-Total for June 2025 $5,100.00 August 2025 SD Fixit Clinic $3,000.00 Upcycling Vendor $2,000.00 Bicycle Maintenance $100.00 Sub-Total for August 2025 $5,100.00 October 2025 SD Fixit Clinic $3,000.00 Upcycling Vendor $2,000.00 Bicycle Maintenance $100.00 Sub-Total for October 2025 $5,100.00 December 2025 SD Fixit Clinic $3,000.00 Sustainable Wrapping Cloth $1,500.00 Upcycled Vendor $2,000.00 PSA22-1778ENV; Amend No. 3 Exhibit "A" (Amended) Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB Bicycle Maintenance $100.00 Sub-Total for December $6,600.00 As-Needed As-Needed Services and Projects $10,000.00 Sub-Total As-Needed $10,000.00 Equipment and Supplies Rental Equipment $4,000.00 Sub-Total Equipment & Supplies $4,000.00 Marketing Printing $2,500.00 Social Media Marketing $2,500.00 Sub-Total Marketing $5,000.00 Administration Program Management $2,000.00 Sub-Total Admin Grand Total $58,400.00 Please contact Laura Anthony at lauraa@zerowastesandiego.org if you have any questions, suggestions and/or comments on this draft proposal. PSA22-1778ENV; Amend No. 3 Exhibit "A" (Amended) Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/13/2024 License # 0L78680 (866) 376-2510 (866) 376-2511 11000 Richard Anthony Associates dba Zero Waste Associates 3891 Kendall Street San Diego, CA 92109 20443 A 2,000,000 X X 72SBAUW7221 4/28/2024 4/28/2025 1,000,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 72SBAUW7221 4/28/2024 4/28/2025 B Professional Liab.EEH288351815 5/19/2024 Occurrence 1,000,000 B Professional Liab.EEH288351815 5/19/2024 5/19/2025 Aggregate 2,000,000 Re: Various locations throughout the State of California. Additional Insured status applies to City of Carlsbad/CMWD, it's officers, agents, and employees under the Commercial General Liability Policy subject to attached endorsements. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 RICHANT-01 CPECKHAM Rock 10 Insurance Services P O Box 15608 San Diego, CA 92175 service@rock10insurance.com Sentinel Insurance Company Ltd Continental Casualty Company 5/19/2025 X X X X X Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB ACORD" I ~ 72 SBA UW7221 ADDITIONAL INSURED - PERSON-ORGANIZATION THE COUNTY OF SAN DIEGO DEPARTMENT OF PUBLIC WORKS (MS0336) SOLID WASTE PLANNING AND RECYCLING 5510 OVERLAND AVE STE 210 SAN DIEGO CA 92123 COUNTY CONTRACT NUMBER (539130) FOR LOCATION 001 BUILDING 001 THE COUNTY OF SAN DIEGO 5560 OVERLAND AVE STE 210 SAN DIEGO, CA 92123 . CITY OF AUSTIN PO BOX 1088 AUSTIN, TX 78767 CITY OF CARLSBAD/CMWD, IT'S OFFICERS, AGENTS, AND EMPLOYEES C/O EXIGIS RISK MANAGEMENT SERVICES PO BOX 4668, #ECM 4668 NEW YORK, NY 10163 003 001 02/06/24 04/28/25 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page Process Date: Expiration Date: Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB ? Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section D.- Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period, no insured listed under Paragraph 1.of Section C.– Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.– Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1)"Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a.We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.– Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above, or the terms of the agreement described in Paragraph (6)above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1)"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract", and (ii)Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business, or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i)"Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i)"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons for a charge; (3)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment"; or (6)An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2)The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Services in the practice of pharmacy; and (11)Computer consulting, design or programming services, including web site design. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e.in Section A.- Coverages. k. Damage To Property "Property damage" to: (1)Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement,enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6)That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D.- Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3)and (4)of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2)Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a)Copyright; (b)Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.,b.and c. under the definition of "personal and advertising injury" in Section G.– Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement" for others on your web site; (b)Placing a link to a web site of others on your web site; (c)Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti- trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15)Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment,discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a),(b), or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3)Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D.- Liability And Medical Expenses Limits Of Insurance. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under BusinessLiability Coverage. C. WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (b)above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: (a)Owned, occupied or used by, Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b)"Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products- completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additional insured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section A.– Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations; or b.In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b.With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" that takes place after you cease to lease that land; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision – Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured – State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured – Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured – Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Controlling Interest, but only with respect to their liability arising out of: a.Their financial control of you; or b.Premises they own, maintain or control while you lease or occupy these premises. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured – Owners, Lessees Or Contractors – Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2)Supervisory, inspection, architectural or engineering activities. 10. Additional Insured – Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured – Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c.Any other publication that is given widespread public distribution. However, "advertisement" does not include: a.The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data" means information, facts or programs: a.Stored as or on; b.Created or used on; or c.Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.– Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f.does not include that part of any contract or agreement: Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1)above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written or electronic publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. Docusign Envelope ID: D124BCBF-900E-4295-9CAE-AF8CB8E0AEAB PSA22-1778ENV City Attorney Approved Version 12/28/2022 1 AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR SUSTAINABLE MATERIALS MANAGEMENT OUTREACH & EDUCATION SERVICES RICHARD ANTHONY ASSOCIATES D.B.A. ZERO WASTE ASSOCIATES This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2024, extending the agreement dated April 5, 2022 (the “Agreement”), by and between the City of Carlsbad, California, a municipal corporation ("City"), and Richard Anthony Associates, a sole proprietorship d.b.a Zero Waste Associates (“Contractor") (collectively, the “Parties”), for Sustainable Materials Management (SMM) Outreach and Education Services. RECITALS A. On March 13, 2023, the Parties executed Amendment No. 1 to the Agreement to extend and fund the agreement for a period of one (1) year; and B. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on April 4, 2025, on a time and materials basis not-to-exceed ninety-nine thousand dollars ($99,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. [signatures on following page] DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F March 14th PSA22-1778ENV City Attorney Approved Version 12/28/2022 2 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California RICHARD ANTHONY ASSOCIATES, a sole proprietorship d.b.a Zero Waste Associates By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Richard Anthony, Owner (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk By: (sign here) Deputy City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/10/2023 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 NAME:Sherry KirkebyPCF Insurance Services of the West, LLC dba Rock 10 Insurance Services PO BOX 15608 San Diego CA 92175 PHONE (A/C, No. Ext):(858) 642-0200 FAX (A/C, No):(858) 642-0205 E-MAIL ADDRESS sherry@2insure.biz INSURER(S) AFFORDING COVERAGE NAIC # INSURED Agency Lic#: 0L78680 INSURER A: INSURER B: CONTINENTAL CASUALTY COMPANY SENTINEL INSURANCE COMPANY, LTD 20443 11000 RICHARD ANTHONY ASSOCIATES dba: ZERO WASTE ASSOCIATES 3891 KENDALL STREET SAN DIEGO CA 92109 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 3365920 REVISION NUMBER:1 SUPERCEDES PREVIOUS REVISIONS 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. INSRLTR TYPE OF INSURANCE ADDLINSRD SUBRWVD POLICY EFFDATE (MM/DD/YY)POLICY EXPDATE (MM/DD/YY) X POLICY NUMBER EACH OCCURRENCE LIMITS $2,000,000ACOMMERCIAL GENERAL LIABILITY X 72SBAUW7221 04/28/23 04/28/24 DAMAGE TO RENTED PREMISES (Ea occurence)$1,000,000CLAIMS MADE X OCCUR 10,000 X MED EXP (Any one person)$ 2,000,000General Liability PERSONAL & ADV INJURY $ 4,000,000 X GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT GENERAL AGGREGATE $ 4,000,000POLICYLOCPRODUCTS-COMP/OP AGG $ OTHER: 72SBAUW7221 04/28/24 COMBINED SINGLE LIMIT (Ea accident) $ A AUTOMOBILE LIABILITY 04/28/23 $2,000,000 ANY AUTO BODILY INJURY (Per person)$ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident)$ X HIRED AUTOS ONLY X NON-OWNED AUTOS ONLY PROPERTY DAMAGE $(Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY NO EMPLOYEES - NO WC PERSTATUTE OTH-ER ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?(Mandatory in NH) Y/N N/A E.L. EACH ACCIDENT $ E.L. DISEASE-EA EMPLOYEE $ If yes, describe underDESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ B PROFESSIONAL LIABILITY EEH288351815 05/19/23 05/19/24 Occurrence/Aggregate 1,000,000 Deductible 1,000 RE All Operations - Organizational Unit: City of Carlsbad/CMWD - Agreement Name: Schools Recycling Training & Education Svcs The City of Carlsbad/CMWD, it's officers, agents, and employees are included as Additional Insureds with respect to the general liability per endorsement attached *30-day written notice of cancellation by endorsment DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Attention: certificates-carlsbad@riskworks.com Sherry Kirkeby Lic # 0C55583 ACORD 25 (2016/03)Certificate #3365920 Revision #1 © 1988-2015 ACORD CORPORATION. All right reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F ACORD"" I ~ I I □ R □ □ ------- -H I I I I I □ 72 SBA UW7221 ADDITIONAL INSURED - PERSON-ORGANIZATION THE COUNTY OF SAN DIEGO DEPARTMENT OF PUBLIC WORKS (MS0336) SOLID WASTE PLANNING AND RECYCLING 5510 OVERLAND AVE STE 210 SAN DIEGO CA 92123 COUNTY CONTRACT NUMBER (539130) FOR LOCATION 001 BUILDING 001 THE COUNTY OF SAN DIEGO 5560 OVERLAND AVE STE 210 SAN DIEGO, CA 92123 . CITY OF AUSTIN PO BOX 1088 AUSTIN, TX 78767 CITY OF CARLSBAD/CMWD, IT'S OFFICERS, AGENTS, AND EMPLOYEES C/O EXIGIS RISK MANAGEMENT SERVICES PO BOX 4668, #ECM 4668 NEW YORK, NY 10163 003 001 02/08/23 04/28/24 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page Process Date: Expiration Date: DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F ? 1 Sherry Kirkeby From:EXIGIS RiskWorks <notifications@riskworks.com> Sent:Tuesday, May 9, 2023 12:02 AM To:sherry Kirkeby Cc:richard anthony Subject:Updated Insurance Documentation Required for Richard Anthony Associates dba Zero Waste Associates Categories:FILED & Completed Dear Insurance Professional,  City of Carlsbad (CA) requires that Richard Anthony Associates dba Zero Waste Associates submits proof of insurance in  compliance with the agreed upon contract requirements. To streamline this process, Richard Anthony Associates dba Zero  Waste Associates has partnered with EXIGIS Risk Management Services to collect and verify insurance documentation.  The insurance information provided for Richard Anthony Associates dba Zero Waste Associates will expire on 05/19/2023.  Please provide renewal insurance information for the following coverage line(s):  Professional Liability (Errors and Omissions) ‐ 05/19/2023   Please also note that we have not received the following coverage line(s):  Automobile Liability Commercial General Liability  Please submit proof of insurance via the following link:  https://cityofcarlsbad.riskworks.com/h.asp?h=YKVSNA5  Important: The City of Carlsbad requires that Certificates submitted apply to "All Projects" with the City. Please do not  submit separate certificates for each specific project.  The following should be evidenced on the certificate:  Commercial General Liability  ‐Each Occurrence Limit must be greater than or equal to $2,000,000.‐Aggregate  Limit must be greater than or equal to $4,000,000.  ‐Insurer AM Best Company Rating of A‐ and VII or better.  ‐The policy must provide 30 day notice of Cancellation.  ‐Coverage must be written on an Occurrence basis.  ‐Additional Insured Endorsement naming 'The City of Carlsbad' as an additional  insured must be attached.  ‐Text is in the Certificate Holder field must contain 'City of Carlsbad/CMWD'.  Automobile Liability  ‐Combined Single Limit must be greater than or equal to $1,000,000.‐Bodily Injury  Limit must be greater than or equal to $1,000,000.  ‐Property Damage Limit must be greater than or equal to $1,000,000.  ‐Insurer AM Best Company Rating must be A‐ and VII or better.  ‐The policy must provide 30 day notice of Cancellation.  Workers' Compensation/Employer's  Liability  ‐Statutory Limit as required by applicable law.‐Bodily Injury Per Accident Limit must  be greater than or equal to $1,000,000.  ‐Bodily Injury by Disease Per Employee Limit must be greater than or equal to  $1,000,000.  ‐Bodily Injury by Disease Policy Limit Limit must be greater than or equal to  $1,000,000.  ‐Insurer AM Best Company Rating must be A‐ and VII or better.  ‐The policy must provide 30 day notice of Cancellation.  ‐Waiver of Subrogation endorsement (WC 00 03) in favor of the City must be  attached.  Professional Liability (Errors and  Omissions)  ‐Each Occurrence Limit Limit must be greater than or equal to $1,000,000.‐ Aggregate Limit must be greater than or equal to $1,000,000.  ‐Insurer AM Best Company Rating must be A‐ and VII or better.  Certificate Holder:  City of Carlsbad/CMWD  c/o EXIGIS Insurance Compliance Services  EXEMPT from WChas no employees DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F 2 P.O. Box 947  Murrieta, CA 92564  Endorsement naming City as additional insured  PLEASE NOTE: Insurance documents received via U.S. Postal mail will not be processed. Please email the requested  insurance documentation to the email address provided above.  If you have any questions, please contact EXIGIS Risk Management Services at support@exigis.com or 800‐430‐1589.  Thank you in advance for your cooperation with this important matter.  Sincerely,  EXIGIS Risk Management Services  On behalf of City of Carlsbad (CA)  800‐430‐1589  Organizational Unit : City of Carlsbad Agreement Name : Sustainable Materials Management Outreach & Education Services Agreement Number : PSA22‐1778ENV    DocuSign Envelope ID: 1F2ED09A-9A47-4813-9921-1BE2205A818F PSA22-1778ENV City Attorney Approved Version 12/28/2022 1 AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR SUSTAINABLE MATERIALS MANAGEMENT OUTREACH & EDUCATION SERVICES RICHARD ANTHONY ASSOCIATES DBA ZERO WASTE ASSOCIATES This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2023, extending and amending the agreement dated April 5, 2022 (the “Agreement”), by and between the City of Carlsbad, California, a municipal corporation ("City") and Richard Anthony Associates, a sole proprietorship d.b.a. Zero Waste Associates (“Contractor") (collectively, the “Parties”) for Sustainable Materials Management (SMM) Outreach and Education Services. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on April 4, 2024, on a time and materials basis not- to-exceed ninety-nine thousand dollars ($99,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 March 13th PSA22-1778ENV City Attorney Approved Version 12/28/2022 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California RICHARD ANTHONY ASSOCIATES, a sole proprietorship d.b.a. Zero Waste Associates By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Richard Anthony, Owner (print name/title) ATTEST: By: (sign here) for Sherry Freisinger, City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ City Attorney DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/21/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (858) 642-0200 Fax: (858) 642-0205 CONTACTNAME:Sherry KirkebyALL COMMERCIAL INSURANCE SERVICES, LLC. 16769 BERNARDO CTR DR. #1-843 SAN DIEGO CA 92128-2546 PHONE(A/C, No, Ext):(858) 642-0200 FAX(A/C, No):(858) 642-0205 E-MAILADDRESS:sherry@2insure.biz INSURER(S) AFFORDING COVERAGE NAIC # Agency Lic#: 0C64552 INSURER A :SENTINEL INSURANCE COMPANY, LTD 11000 INSURED RICHARD ANTHONY ASSOCIATES dba: ZERO WASTE ASSOCIATES 3891 KENDALL STREET SAN DIEGO CA 92109 INSURER B :CONTINENTAL CASUALTY COMPANY 20443 INSURER C : INSURER D: INSURER E : COVERAGES CERTIFICATE NUMBER:3360673 INSURER F : 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. INSRLTR TYPE OF INSURANCE ADDLINSD SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY X 72SBAUW7221 04/28/22 04/28/23 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTEDPREMISES (Ea occurence)$1,000,000 MED. EXP (Any one person) $10,000 X General Liability PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER:$ A AUTOMOBILE LIABILITY 72SBAUW7221 04/28/22 04/28/23 COMBINED SINGLE LIMIT(Ea accident)2,000,000 ANY AUTO BODILY INJURY (Per person) $ $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE(per accident)$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED EXCESS LIAB RETENTION $$ WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY NO EMPLOYEES - NO WC PERSTATUTE OTH-ER Y / N E.L. EACH ACCIDENT $ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?N / A E.L. DISEASE-EA EMPLOYEE $(Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ B Professional Liability EEH288351815 05/19/22 05/19/23 Occurrence/Aggregate 1,000,000 Deductible 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE All Operations - Organizational Unit: City of Carlsbad/CMWD - Agreement Name: Schools Recycling Training & Education Svcs The City of Carlsbad/CMWD, it's officers, agents, and employees are included as Additional Insureds with respect to the general liability per endorsement attached *30-day written notice of cancellation by endorsment CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Attention: certificates-carlsbad@riskworks.com Sherry Kirkeby ACORD 25 (2014/01)The ACORD name and logo are registered marks of ACORD© 1988-2014 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 AE<!,,,-RD" I I -□ [] ,_ ,_ Fl □ □ - -- ,_ ~ ,_ ~ ~ ~I I I I I I □ ~~/4 ·.~ 72 SBA UW7221 ADDITIONAL INSURED - PERSON-ORGANIZATION THE COUNTY OF SAN DIEGO DEPARTMENT OF PUBLIC WORKS (MS0336) SOLID WASTE PLANNING AND RECYCLING 5510 OVERLAND AVE STE 210 SAN DIEGO CA 92123 COUNTY CONTRACT NUMBER (539130) FOR LOCATION 001 BUILDING 001 THE COUNTY OF SAN DIEGO 5560 OVERLAND AVE STE 210 SAN DIEGO, CA 92123 THE STATE OF CALIFORNIA, THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY, THE CALIFORNIA STATE UNIVERSITY, LONG BEACH, THE CALIFORNIA STATE UNIVERSITY, LONG BEACH FOUNDATION, AND THE OFFICERS, EMPLOYEES, VOLUNTEERS, AND AGENTS TRUSTEES OF THE CSU CALIFORNIA STATE UNIVERSITY, LONG BEACH 1250 BELLFLOWER BLVD., BH-345 LONG BEACH, CA 90840-0123 CALIFORNIA STATE UNIVERSITY ATTN: CONTRACTS & PROCUREMENT OFFICE 5151 STATE UNIVERSITY DR LOS ANGELES, CA 90032 CITY OF AUSTIN PO BOX 1088 AUSTIN, TX 78767 CITY OF CARLSBAD/CMWD, IT'S OFFICERS, AGENTS, AND EMPLOYEES C/O EXIGIS RISK MANAGEMENT SERVICES PO BOX 4668, #ECM 4668 NEW YORK, NY 10163 003 001 02/16/22 04/28/23 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page Process Date: Expiration Date: CITY OF CARLSBAD/CMWD, I ADDITIONAL INSURED DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/21/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (858) 642-0200 Fax: (858) 642-0205 CONTACTNAME:Sherry KirkebyALL COMMERCIAL INSURANCE SERVICES, LLC. 16769 BERNARDO CTR DR. #1-843 SAN DIEGO CA 92128-2546 PHONE(A/C, No, Ext):(858) 642-0200 FAX(A/C, No):(858) 642-0205 E-MAILADDRESS:sherry@2insure.biz INSURER(S) AFFORDING COVERAGE NAIC # Agency Lic#: 0C64552 INSURER A :SENTINEL INSURANCE COMPANY, LTD 11000 INSURED RICHARD ANTHONY ASSOCIATES dba: ZERO WASTE ASSOCIATES 3891 KENDALL STREET SAN DIEGO CA 92109 INSURER B :CONTINENTAL CASUALTY COMPANY 20443 INSURER C : INSURER D: INSURER E : COVERAGES CERTIFICATE NUMBER:3360673 INSURER F : 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. INSRLTR TYPE OF INSURANCE ADDLINSD SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY X 72SBAUW7221 04/28/22 04/28/23 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTEDPREMISES (Ea occurence)$1,000,000 MED. EXP (Any one person) $10,000 X General Liability PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER:$ A AUTOMOBILE LIABILITY 72SBAUW7221 04/28/22 04/28/23 COMBINED SINGLE LIMIT(Ea accident)2,000,000 ANY AUTO BODILY INJURY (Per person) $ $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE(per accident)$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED EXCESS LIAB RETENTION $$ WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY NO EMPLOYEES - NO WC PERSTATUTE OTH-ER Y / N E.L. EACH ACCIDENT $ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED?N / A E.L. DISEASE-EA EMPLOYEE $(Mandatory in NH)If yes, describe underDESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ B Professional Liability EEH288351815 05/19/22 05/19/23 Occurrence/Aggregate 1,000,000 Deductible 1,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE All Operations - Organizational Unit: City of Carlsbad/CMWD - Agreement Name: Schools Recycling Training & Education Svcs The City of Carlsbad/CMWD, it's officers, agents, and employees are included as Additional Insureds with respect to the general liability per endorsement attached *30-day written notice of cancellation by endorsment CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Attention: certificates-carlsbad@riskworks.com Sherry Kirkeby ACORD 25 (2014/01)The ACORD name and logo are registered marks of ACORD© 1988-2014 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 AE<!,,,-RD" I I -□ [] ,_ ,_ Fl □ □ - -- ,_ ~ ,_ ~ ~ ~I I I I I I □ ~~/4 ·.~ 72 SBA UW7221 ADDITIONAL INSURED - PERSON-ORGANIZATION THE COUNTY OF SAN DIEGO DEPARTMENT OF PUBLIC WORKS (MS0336) SOLID WASTE PLANNING AND RECYCLING 5510 OVERLAND AVE STE 210 SAN DIEGO CA 92123 COUNTY CONTRACT NUMBER (539130) FOR LOCATION 001 BUILDING 001 THE COUNTY OF SAN DIEGO 5560 OVERLAND AVE STE 210 SAN DIEGO, CA 92123 THE STATE OF CALIFORNIA, THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY, THE CALIFORNIA STATE UNIVERSITY, LONG BEACH, THE CALIFORNIA STATE UNIVERSITY, LONG BEACH FOUNDATION, AND THE OFFICERS, EMPLOYEES, VOLUNTEERS, AND AGENTS TRUSTEES OF THE CSU CALIFORNIA STATE UNIVERSITY, LONG BEACH 1250 BELLFLOWER BLVD., BH-345 LONG BEACH, CA 90840-0123 CALIFORNIA STATE UNIVERSITY ATTN: CONTRACTS & PROCUREMENT OFFICE 5151 STATE UNIVERSITY DR LOS ANGELES, CA 90032 CITY OF AUSTIN PO BOX 1088 AUSTIN, TX 78767 CITY OF CARLSBAD/CMWD, IT'S OFFICERS, AGENTS, AND EMPLOYEES C/O EXIGIS RISK MANAGEMENT SERVICES PO BOX 4668, #ECM 4668 NEW YORK, NY 10163 003 001 02/16/22 04/28/23 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form IH 12 00 11 85 T SEQ. NO. Printed in U.S.A. Page Process Date: Expiration Date: CITY OF CARLSBAD/CMWD, I ADDITIONAL INSURED DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 DocuSign Envelope ID: 0FD21CF3-0861-4AE2-B989-6F0724E96379 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE Richard Anthony Principal I, _______________ _, am the _______________ _ [insert name] [title] Richard Anthony Associates (RAA) dba Zero l,&/lhlc.. A ,s~ RAA dba Zero Waste Associates of_______________ I hereby certify that __________ _ [name of company] [name of company] has no employees and is not required by law to maintain workers' compensation or employers' RAA dba Zero Waste Associates liability insurance. Should _________________ employ any person [name of company] during the term of the Agreement with the City of Carlsbad for ___________ _ Schools Recycling and Training Services [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. Richard Anthony [Name] Principal Richard Anthony Associates dba Zero Waste Associates [Title and name of company or coiporation] PSA22-1778ENV City Attorney Approved Version 6/12/18 AGREEMENT FOR SUSTAINABLE MATERIALS MANAGEMENT OUTREACH & EDUCATION SERVICES RICHARD ANTHONY ASSOCIATES DBA ZERO WASTE ASSOCIATES THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2022, by and between the City of Carlsbad, a municipal corporation, ("City"), and Richard Anthony Associates, a sole proprietorship d.b.a. Zero Waste Associates, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced insustainable materials management outreach and education. B.Contractor has the necessary experience in providing professional services andadvice related to sustainable materials management outreach and education. C.Contractor has submitted a proposal to City under Request for Proposals (RFP)No. 22-1727ENV 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: 1.SCOPE OF WORK 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 inaccordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of one (1) year from the date first abovewritten. The City Manager may amend the Agreement to extend it for four (4) 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 preparea written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will beninety-nine thousand dollars ($99,000). No other compensation for the Services will be allowedexcept for items covered by subsequent amendments to this Agreement. If the City elects toextend the Agreement, the amount shall not exceed ninety-nine thousand dollars ($99,000) perAgreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 1 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 April 5th PSA22-1778ENV City Attorney Approved Version 6/12/18 6.STATUS OF CONTRACTORContractor 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 beunder control of City only as to the result to be accomplished but will consult with City asnecessary. 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 subcontractors. 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, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under thisAgreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor. 7.SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City.If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for theacts 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 directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor ofa subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City. 8.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneys’fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense 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.INSURANCEContractor will obtain and maintain for the duration of the Agreement and any and allamendments, insurance against claims for injuries to persons or damage to property which mayarise 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 aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplusline insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating 2 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 aggregate 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. 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. 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 of it 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 of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or 3 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 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 any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of theAgreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records andany other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, 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 pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement. For City Name Avecita Jones Title Senior Program Manager Department Environmental Management For Contractor Name Richard Anthony Title Owner Address 3891 Kendall Street City of Carlsbad San Diego, CA 92109 Address 1635 Faraday Avenue Phone No. 858-272-2905 Carlsbad, CA 92008 Email ricanthony@aol.com Phone No. 760-602-7542 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. 4 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 16.CONFLICT OF INTERESTContractor 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 reportinvestments or interests in all categories. Yes ☒ No ☐ 17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof 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 serviceswith all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactoryto the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. TheCity Manager will consider the facts and solutions recommended by each party and may then optto direct a solution to the problem. In such cases, the action of the City Manager will be bindingupon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Uponnotification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable 5 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,to deduct from the Agreement price or consideration, or otherwise recover, the full amount of thefee, commission, percentage, brokerage fees, gift, or contingent fee. 22.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any Agreement claim submitted to City mustbe asserted as part of the Agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminalprosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of afalse claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement. 23.JURISDICTION AND VENUEAny action at law or in equity brought by either of the parties for the purpose of enforcing a rightor rights provided for by this Agreement will be tried in a court of competent jurisdiction in theCounty of San Diego, State of California, and the parties waive all provisions of law providing fora change of venue in these proceedings to any other county. 24.SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractorand their respective successors. Neither this Agreement nor any part of it nor any monies due orto 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, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. 6 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 26.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California RICHARD ANTHONY ASSOCIATES, a sole proprietorship d.b.a. ZERO WASTE ASSOCIATES By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Richard Anthony, Owner (print name/title) ATTEST: By: (sign here) for Faviola Medina, City Clerk Services Manager (print name/title) 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: _____________________________ Assistant City Attorney 7 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 PSA22-1778ENV City Attorney Approved Version 6/12/18 EXHIBIT “A” SCOPE OF SERVICES Assist city staff with conducting Sustainable Materials Management outreach, education, and implementation, including, but not limited to, the following: • Design and deliver educational presentations and workshops pertaining to SustainableMaterials Management. • Coordinate public outreach and involvement activities to promote awareness of andinvolvement in city programs, events, issues and services. • Assist city staff and residents with the implementation of current and new solid wasteregulations. • Provide training and technical support for compliance with state and local governmentlaws associated with Sustainable Materials Management. 8 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 1.Executive Summary Richard Anthony Associates (RAA) proposes to assist city staff with conducting Sustainable Materials Management outreach, education, and implementation. Richard Anthony has over 50 years of experience in designing and delivering educational presentations and workshops pertaining to Sustainable Materials Management. Richard and Associates with RAA from the year 2000 to date have worked on reuse and recycling/composting program development and implementation that has included workshops for stakeholders’ information and input, public outreach, and involvement activities to promote awareness of and involvement in city programs, events, issues, and services. As consultants, RAA assists Carlsbad City staff and residents with the implementation of current and new solid waste regulations as well as providing training and technical support for compliance with state and local government laws associated with Sustainable Materials Management. For the School Districts in Carlsbad, RAA has initiated programs and training for Custodians, Staff and Students to meet State mandates for recycling and organic recovery. Our project team includes Richard Anthony MPA with over 50 years of experience, Tyla Montgomery Soylu, PE, QSD with 17 years’ experience, the last ten years with RAA on Carlsbad Schools and County of San Diego “as needed” projects. Laura Anthony MLIS is a Social Media expert and program organizer with over 20 years boots on the ground experience in program implementation including the last ten years on County “as needed” projects. Laura is cofounder of the nonprofit Zero Waste San Diego and leads the organization’s SD Fixit Clinics and the annual one-day conference, Zero Waste Symposium. We will deliver the following Scope of Work (SOW) as per the Request for Proposals, with details to be determined: •Design and deliver educational presentations and workshops pertaining to Sustainable Materials Management. •Coordinate public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues, and services. •Assist city staff and residents with the implementation of current and new solid waste regulations. •Provide training and technical support for compliance with state and local government laws associated with Sustainable Materials Management. Our approach involves: •Project assessment of the goals and barriers, PSA22-1778ENV Exhibit "A" 9 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education •Addressing the barriers with stakeholder input and initiating the work necessary to overcome barriers, and •Outreach and planning necessary to implement the project. In all cases where the generator or public is involved; stakeholder input will assist in decisions. The key for success for most program initiation is: •Support at the top leadership and decision makers, •Convenient and available programs, •Simple messaging, information, and education for users and, •Training and standardization of practices for facility managers. RAA provides “boots on the ground” expertise to help initiate projects and meet today’s and future local, state, and federal mandates. Our schedule and cost will be based as the assignments which will have a statement of work as a first task. The statement of work for each assignment will include task schedule, milestones, deliverables, hours, and costs. 2.3. Consultant Team and Experience PSA22-1778ENVExhibit "A" (continued) Richard Anthony Associates Project Team Richard Anthony, RAA Principal with over 50 years in Solid Waste Management and Resource Recovery will provide overall leadership, advise on all issues pertaining to Sustainable Materials Management implementation and outreach, and will provide staff support. Tyla Montgomery Soylu, Ekolojik, Inc., subcontractor to RAA, is Principal/ Project Manager. She is a registered Engineer with more than 17 years in water and waste management and will manage all projects, assessments, and recommendations. Laura Anthony, subcontractor to RAA, will lead staff development and provide education via “boots on the ground” outreach, workshops, and clinics. She holds a MS in Library and Information Science and has worked with RAA on recycling and Zero Waste Projects since the year 2000. Additional staff to meet the program needs will be utilized as necessary. Refer to our team’s organizational chart on the following page. Richard Anthony Associates is a sole proprietorship located in San Diego. The principal location is 3891 Kendall Street San Diego 92109. (858-272-2905) Resumes are provided in the appendices. 10 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education Organization of the RAA Team Project Experience RAA 2000 to present 1.Sustainable Materials Plans (Zero Waste) for dozens of Cities including Austin, Boston, Los Angeles, Oceanside, City of San Diego. 2.City of Carlsbad Schools Recycling and As-Needed Services including edible food recovery, as needed projects. 3.County of San Diego As-Needed Recycling for multifamily, schools, and commercial facilities from 2010 to current. Tyla Montgomery Soylu Project Manager and Principal Other Staff TBD Laura Anthony Principal Richard Anthony Principal in Charge SMM Division Team PSA22-1778ENVExhibit "A" (continued) 11 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 {city of Carlsbad I 0 Richard Anthony Associates - ®olojik Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education 4.Chula Vista Zero Waste program planning. 5.Other current clients include Broomfield, Colorado; Helena, Montana; and Island of Hawaii recycling/organic plans. PSA22-1778ENVExhibit "A" (continued) Local Projects 1. City of Carlsbad: Schools Recycling Programs and other As-Needed Services Richard Anthony Associates in currently working with Carlsbad’s Sustainable Materials Management Division for implementation of recycling programs in schools and other as- needed services requested by the City. Our work began as a subconsultant to I Love A Clean San Diego in 2017, and RAA has continued providing schools recycling and other services directly for the City since. Currently all schools in CSUD have equipment and training to meet the City and State Recycling requirements. We are currently working with other Schools in the City and other assigned tasks. COVID has resulted in delays and disruptions, but the City and District have maintained its cooperative relationship. We achieved success in initiating the projects, reducing waste, doubling recycling capacity, and reducing hauling costs. We have been able to meet our deliverables and keep on budget. Our goal this year was to complete all CUSD schools’ recycling implementation activities in Fall 2021. This has been accomplished. In addition, we have been providing services for the City’s SB 1383 Edible Food Recovery Program. Our team identified Commercial Edible Food Generators within the City and estimated how much edible food they dispose. We will soon begin “boots on the ground” outreach with Tier One businesses to inform them of their requirements and provide assistance. This three-time renewed $30,000+per year project included Richard, Tyla and Laura. Project client is Avecita Jones. Avecita Jones – MBA, M.Ed. Sustainable Materials Management (SMM)-Program Manager Environmental Management Carlsbad California 760 5400521 2. County of San Diego: As-Needed Recycling Services Richard Anthony Associates, Prime Contractor for the County of San Diego Solid Waste Planning and Recycling Department of Public Works “As-Needed Recycling”. RAA oversaw ten years of planning and implementation for over 90 schools and hundreds of commercial and multi-family facility implementations. Most projects were planned and completed in three to six months though school districts could take a year or longer from initial meetings through to education and monitoring. All involved providing recycling capacity, equipment, signage, training, and monitoring feedback. Barriers included COVID, cooperation and approvals. To 12 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education overcome barriers to entry, we onboarded top management and gained leadership approvals to initiate projects. All our work involved changing procedures and training staff to meet the State recycling requirements. The work requires equipment selection and placements such as bins and signs, and right sizing collection services. Finally, education was provided to all participants on their duties and roles of participation as well as proper separation of recyclables. In schools, we established meal recycling programs, edible food recovery and share tables as well. Team members Richard, Tyla and Laura led different projects. The first five-year budget ranged from $100,000 - $150,000 per year and the next five years was $60,000 per year for schools alone. The county contact is Eric Wolf. Eric Wolff Project Manager County of San Diego - Public Works | Solid Waste Planning and Recycling 858.694.2468 5510 Overland Ave | Room 210 | M.S. O-350| San Diego, CA 92123 PSA22-1778ENVExhibit "A" (continued) 3. City of Chula Vista: Zero Waste Plan Richard Anthony Associates is prime to City of Chula Vista’s Office of Sustainability as a Zero Waste plan advisor. RAA assisted the city in development of a Zero Waste plan, including composition and commodity analysis, service opportunities and voids, jobs and economic value and program suggestions. Richard and Laura completed the work under budget. The deliverable has been initial drafts and program reviews. The plan is now considered a draft for public review before going to City Council. This was a less than $10,000 job. The city contact is Manuel Medrano Manuel Medrano, Environmental Services Manager Economic Development Department – Office of Sustainability 276 Fourth Avenue - Chula Vista, CA 91910 (619)585-5766 - mmedrano@chulavistaca.gov 4. Project Approach When the Client provides an “as needed” task, we define the scope and estimate time and budget. In the initial tasks, Principal staff will provide an onsite assessment and identify opportunities and barriers. In conjunction with the facility, options to achieve the task goal will be discussed and recommendations made. In further discussion RAA may be requested to 13 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education initiate the program which will include design, equipment, timelines for implementation, training, rollout, and monitoring. Depending on the assignment, some or all aspects of an implementation and outreach program may be conducted. All this is negotiated with the facility and client. All staff will use the Clicktime app to record task, time, work description so there will be a running meter of what is happening in each project in terms of time, money, and task. All projects will provide a monthly report of what was attempted and what was achieved with identifying success and problems to be overcome. This will be shared with client and facility as needed. In past projects with Carlsbad and County, we had overlapping programs going on in multiple facilities with various stages of completion. We were able to bring them all into completion by keeping detailed tracking forms and spreadsheets documenting the project activities and status. 5.Schedule RAA will develop a project schedule that reflects the final scope of work. As assignments are made RAA will assess the work and develop a plan and timeline for completion. Projects will be led by current named staff. RAA will also onboard Principal and Technician level Resource Managers to assist in the assessment, planning, outreach, and completion of each project depending on the needs identified during scoping. RAA key staff named in this proposal will be part of all assignments and we have subcontractors ready to assist the team. Our current projects are based on “as needed” basis and are near completions. 6.Cost Estimate See the separately submitted cost estimate as per the submittal requirements. 7. Appendix I.Resumes PSA22-1778ENVExhibit "A" (continued) 14 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16 Proposal of Richard Anthony Associates Sustainable Materials Management Outreach & Education 6. Cost Estimate This project will be based on an $100 hour rate for each Principal. Technicians will be charged at $60 per hour. We estimate 500 hours for Principals, $50,000 We estimate 900 hours for technicians, $54,000 Budget for expenses such as mileage, printing, and equipment, $5,000 Based on this we estimate a budget of not to exceed $99,000. PSA22-1778ENV Exhibit "A" (continued) 15 of 15 DocuSign Envelope ID: B38C1AD4-A7B9-4CB5-BEC7-8446243BAD16