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Matt-Chlor Inc; 2022-10-05; PSA23-1951UTIL
PSA23-1951UTIL General Counsel Approved Version 6/12/18 1 AGREEMENT FOR MAERKLE TRANSMISSION MAIN DISINFECTION SERVICES MATT-CHLOR, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2022, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Matt-Chlor, Inc., a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in water transmission main disinfection. B. Contractor has the necessary experience in providing professional services and advice related to water transmission main disinfection. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORKCMWD 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 six (6) months from the date first abovewritten. 4.TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will beeleven thousand nine hundred ninety dollars ($11,990). No other compensation for the Serviceswill be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the workand/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performedduring design and preconstruction such as inspection and land surveying work, cumulativelyexceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws.The general prevailing rate of wages, for each craft or type of worker needed to execute the DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 5th October PSA23-1951UTIL General Counsel Approved Version 6/12/18 2 contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys’ fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 3 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. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 11.1.1 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. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 11.1.4 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. 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 4 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 5 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Raymond Martinez Name Sofi Plunkett Title Utilities Supervisor Title Project Manager Carlsbad Municipal Water District Address 4107 North Arden Drive Address 5950 El Camino Real El Monte, CA 91731 Carlsbad, CA 92008 Phone 626-443-5034 x203 Phone 760-802-8097 E-mail sofi@mattchlor.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ☐ No ☒ 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 6 by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 22.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, CMWD will have the right to annul this Agreement without liability, or, in itsdiscretion, to deduct from the Agreement price or consideration, or otherwise recover, the fullamount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD mustbe asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to CMWD, 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 CMWD 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 ofwhich 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 CMWD to terminate this Agreement. DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 7 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad MATT-CHLOR, INC., a California corporation By: By: (sign here) Vicki V. Quiram, General Manager, as authorized by the Executive Manager Marc E. Woodward, President (print name/title) By: (sign here) Carmen E. Calderon, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By:_____________________________ Assistant General Counsel DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 PSA23-1951UTIL General Counsel Approved Version 6/12/18 9 EXHIBIT “A” SCOPE OF SERVICES Contractor to provide the necessary experience and professional services to disinfect the Maerkle water transmission main. Property location is: 2023 Applewood Lane, Vista, California. JOB QUOTATION ITEM NO. UNIT QTY DESCRIPTION PRICE 1 Job Day 1 Chlorinate Maerkle water transmission main: • 750 feet of 27-inch pipe • 130 feet of 18-inch pipe • 250 feet of 42-inch pipe $5,995.00 2 Job Day 2 (24 hours after chlorination) De-Chlorinate Maerkle water transmission main: • 750 feet of 27-inch pipe • 130 feet of 18-inch pipe • 250 feet of 42-inch pipe $5,995.00 *TOTAL NOT TO EXCEED *$11,990.00 *Includes taxes, fees, expenses, and all other costs. Notes: CMWD responsible for Contractor’s access to Maerkle Reservoir site. DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 MATTC-1 OP ID: JA ACORD .. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 08/29/2022 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 ~~~i~cT Jennifer Reeves Milik & Associates Insurance wgN:o Extl: 909-468-2233 I r..ea Nol: 909-468-2232 Services, Inc. 917 S Village Oaks Dr, 101 !oMD~~ss: Jennifer(@Miliklnsurance.com Covina, CA 91724 Nowel Milik INSURER(S) AFFORDING COVERAGE NAIC# INSURER A :Scottsdale Insurance Company 41297 INSURED Matt Chier Inc INSURER B: Nationwide Mutual Insurance Co 23787 4107 N. Arden Dr. INSURER c :State Comp Insurance Fund 35076 El Monte, CA 91731 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER fMM/DD/YYYYl fMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ D CLAIMS-MADE [K] OCCUR DAMAGE TO RENTED X VRS0005809 03/15/2022 03/15/2023 PREMISES (Ea occurrence) $ 150,000 $5,000 ded. MED EXP (Any one person) $ 25,000 ~ PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 Fl [K] PRO-DLoc $ 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) B x ANY AUTO ACPBA3100340753 03/15/2022 03/15/2023 BODILY INJURY (Per person) $ ~ ALL OWNED ~ SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ ~ ~ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ ~ ~ $ UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 4,000,000 A X EXCESS LIAB CLAIMS-MADE VES0003683 03/15/2022 03/15/2023 AGGREGATE $ 4,000,000 X DED I I RETENTION $ NIL $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY X STATUTE ER Y/N C ANY PROPRIETOR/PARTNER/EXECUTIVE [Y] X 9063392-22 (CA) 07/01/2022 07/01/2023 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Pollution Liab. VRS0005809 03/15/2022 03/15/2023 Each 0cc. 1,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) *30 day notice of cancellation except in the event of nonpayment of premium 10 day notice of cancellation. The City of Carlsbad is named as Additional Insured rejarding the General Liability policy~er form VP E 201 \2119). Waiver of ubrogation applies regard mg the orkers Compensa ion policy per the attached form. CERTIFICATE HOLDER CANCELLATION CTYOFCA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services AUTHORIZED REPRESENTATIVE PO Box 947 ~~ Murrieta, CA 92564 I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8r uuL y _1_ ~ u111uc:1-. v"~uuuoou::, Effective Date: 3/15/2022 Expiration Date: 3/15/2023 VIRTUE RISK PARTNERS VIRTUE PACK COMMON POLICY CONDITIONS This endorsement modifies insurance provided under VIRTUE PACK SERVICE BUSINESS PACKAGE POLICY. Notwithstanding anything contained to the contrary in this VIRTUE PACK Service Business Package Policy, it is hereby agreed that all coverages bound and scheduled in the VIRTUE PACK Service Business Package Policy Declarations or the Contractors Pollution Liability Supplemental Declarations are subject to the following terms and conditions. In the event of a conflict between the provisions of these Common Policy Conditions and any Coverage Part, the provisions of these Common Policy Conditions shall control. A. LIMITS OF LIABILITY ANDDEDUCTIBLE-ALLCOVERAGEPARTS 1. With the exception of any defense costs paid under the Commercial General Liability Coverage Part, the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations under Item III: Limits of Liability, is the most we will pay for the sum of CLAIMS, CLAIMS EXPENSES, occurrences or damages under all Coverage Parts, Optional Coverages, Supplemental Coverages, and Supplementary Payments under this VIRTUE PACK Service Business Package Policy. 2. If any CLAIM under any Coverage Part of this VIRTUE PACK Service Business Package Policy applies to multiple Coverage Parts, then the General Aggregate Limit Applicable to All Coverage Parts Combined, shown in the Declarations shall be limited to the highest applicable Limit of Liability payable under any one of the applicable Coverage Parts, with the exception of any applicable Excess Liability Coverage. B. ADDITIONAL INSURED 1. It is understood and agreed that Section II. WHO IS AN INSURED of the Commercial General Liability Coverage Part and Section IV. DEFINITIONS, Paragraph I. INSURED of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts, as applicable, are amended to include ADDITIONAL INSUREDS, but only with respect to liability for "bodily injury," "property damage," "personal and advertising injury" or LOSS caused, in whole or in part, by: a) "yourwork", YOUR SERVICES, orPROFESSIONALSERVICES performed for that ADDITIONAL INSURED and included in the "products-completed operations hazard"; b) Your acts or omissions in the performance of your ongoing operations for that ADDITIONAL INSURED; or c) The acts or omissions of those acting on your behalf in the performance of your ongoing operations for that ADDITIONAL INSURED. However: 1. The insurance afforded to such ADDITIONAL INSURED only applies to the extent permitted by law; and 2. If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the insurance afforded to such ADDITIONAL INSURED will not be broader than that which you are required by the contract or agreement to provide for such ADDITIONAL INSURED. 2. With respect to the insurance afforded to any ADDITIONAL INSURED, the following is added to Section III. LIMITS OF INSURANCE of the Commercial General Liability Coverage Part and Section V. LIMITS OF LIABILITY AND DEDUCTIBLE of the Contractors Pollution Legal Liability and Professional Liability Coverage Parts: If coverage provided to the ADDITIONAL INSURED is required by a contract or agreement, the most we will pay on behalf of the ADDITIONAL INSURED is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance, whichever is less. VP E 201(2/19) Page 1 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8Pnl1ru 1\.T,,mhPr· ug~nnn,;1ma u 1s uuuers Luuu auu agreeu u1aL iur LI1e purpuses u1 this Endorsement the following definition shall apply. A. ADDITIONAL INSURED means: 1. Any person or entity specifically endorsed onto this Policy as an ADDITIONAL INSURED. If any, such ADDITIONAL INSURED shall maintain only those rights pursuant to this Policy as are specified by endorsement; or 2. Any person or organization the NAMED INSURED is required to name as an additional insured in a written contract or agreement, but only with respect to "your work," YOUR SERVICES or PROFESSIONAL SERVICES performed by or on behalf of the NAMED INSURED for that person or organization. However, such persons or organizations are covered only with respect to "bodily injury," "property damage," "personal and advertising injury," or LOSS arising out of "your work," YO UR SERVICES or PRO FESS IO NAL SERVICES and are not covered for any "bodily injury," "property damage," "personal and advertising injury," or LOSS arising out of the person's or organization's own liability. C. EXCLUSIONS There is no coverage whatsoever under this Policy for any of the following. We will also have no duty to defend the insured against any suit seeking damages to which this insurance does not apply. 1. Cross Suits Any liability or obligation from any CLAIM initiated, alleged or caused to be brought about by a NAMED INSURED or INSURED against any other NAMED INSURED or INSURED. This exclusion shall not apply to CLAIMS brought by any person(s) or organization(s) whom you agree, in a written contract, to name as an ADDITIONAL INSURED. 2. Prior Knowledge, Expected or Intended Injury BODILY INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE or POLLUTION CONDITIONS expected or intended, should have been known by, or could have reasonably been expected by any RESPONSIBLE INSURED, to give rise to a CLAIM. This exclusion shall not apply to BODILY INJURY resulting from the use of reasonable force to protect persons or property. 3. Intentional Acts BODILY INJURY, PROPERTY DAMAGE or ENVIRONMENTAL DAMAGE based upon or arising from any acts of an INSURED which are based upon or otherwise attributed to the INSURED'S intentional, willful, dishonest, fraudulent, malicious, deliberate or knowingly wrongful act, including but not limited to such behavior or non-compliance with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental agency or body prior to or after inception of this Policy, including but not limited to an intentional discharge, seepage, disposal, dispersal, migration, release of any substance that could cause a POLLUTION CONDITION, committed by or at the direction of a RESPONSIBLE INSURED. This exclusion does not apply to a RESPONSIBLE INSURED that did not commit, participate in, or have knowledge of such an act. 4. Workers' Compensation Any liability or obligation of any INSURED under any workers compensation, disability benefits, unemployment compensation, employee benefits, pension sharing, ERISA law or any similar federal, state or local law and any amendments thereto. 5. Employment Practices Liability INJURY OR DAMAGE to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's employment; or (3) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or VP E 201(2/19) Page 2 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8Pnl1ru 1\.T,,mhPr· ug~nnn,;1ma u. 1-ue spuuse, cuuu, pareuL, uruu1er ur s1sLerof that person as a consequence of INJURY OR DAMAGE to that person at whom any of the employment-related practices described in paragraphs (1), (2) or (3) above is directed. This exclusion applies whether the injury-causing event described in paragraphs (1), (2) or (3) above occurs before employment, during employment or after employment of that person. This exclusion applies: 1. Whether the insured may be liable as an employer or in any other capacity; and 2. T? any obligation to share damages with or repay someone else who must pay damages because of the m1ury. 6. Employer's Liability BODILY INJURY to: 1. An EMPLOYEE of the INSURED, its parent, subsidiary or affiliate, arising out of and in the course of employment by the INSURED or while performing duties related to the conduct of the INSURED'S business; and 2. The spouse, child, parent, brother or sister of that EMPLOYEE as a consequence of Paragraph 5 a. above. This exclusion applies whether the INSURED may be liable as an employer or in any other capacity and to any obligation of any INSURED to share damages with or repay someone who must pay damages because of such BODILY INJURY. This exclusion does not apply to liability assumed by the INSURED under an INSURED CONTRACT. 7. Related Claims Any coverage provided under this Policy shall not apply to a CLAIM previously reported to the Company or any CLAIM or CLAIMS EXPENSES involving substantially the same general conditions or allegations that gave rise to any demand as referenced in the application, including any addendum or addenda attached thereto. 8. Injunctive Relief, Fines and Penalties Any CLAIM seeking injunctive relief or payment for fines or penalties. 9. Project Coverage Any liability or obligation from any project for which any INSURED is an insured on a separate project-specific policy issued by any insurance company. 10. Unsolicited Communications Any liability or obligation, including obligations to pay damages or defend any claim or suit by reason of the assumption of liability in an INSURED CONTRACT, from unsolicited communications or allegations of unsolicited communications made by or on behalf of any INSURED. Unsolicited communications means any form of communication, distribution, or the transmittal or publication of information or material, including, but not limited to facsimile, electronic mail, postal mail, express mail, telephone, internet or web-based advertisement, instant message, SMS message or text message that the recipient has not specifically requested. Unsolicited communications includes, but is not limited to actual or alleged violations of: a. The Telephone Consumer Protection Act (47 U.S.C 227), including any amendment of, or addition to, such statute; b. The Controlling the Assault of Non-Solicited Pornography and Marketing Act (15 U.S.C 7701), including any amendment of, or addition to, such statue; or c. Any other statue, ordinance or regulation relating to the communication, distribution or transmittal of unwanted content, information or material. 11. Access or Disclosure of Confidential or Personal Information Any liability or obligation arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. VP E 201(2/19) Page 3 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8T' , . 12. Fire Suppression Negligence Exclusion Any liability or obligation arising out of the NAMED INSURED'S failure to provide safeguards, monitoring or emergency fire suppression equipment, during and up to one hour after performing any operations involving any activity or operation that generates sparks, flames or heat capable of causing combustion. 13. War Any liability or obligation of any INSURED caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; b. 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 personal or other agents; or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 14. Radioactive Waste Any liability or obligation for radioactive, toxic or explosive properties of NUCLEAR MATERIAL. This exclusion shall not apply to the INSURED'S work as it relates to remediation and/ or decommissioning of non- reactive sites which may contain or have become contaminated with Low-Level Radioactive Waste as defined in the Low-Level Radioactive Waste Policy Act and which is under the regulatory authority of the Atomic Energy Act of 19 54, as amended. 15. NUCLEAR EXCLUSION I. Any obligation: A. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE: 1. With respect to which an INSURED under the Policy is also an INSURED under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an INSURED under any such policy but for its termination upon exhaustion of its limit of insurance; or 2. Resulting from the HAZARDOUS PROPERTIES of NUCLEAR MATERIAL and with respect to which: (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 19 54, or any law amendatory thereof, or (b) the INSURED is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. B Under any Medical Payments Coverage, or under any Supplementary Payments Provision relating to immediate medical or surgical relief, first aid, to expenses incurred with respect to BODILY INJURY, sickness, disease or death resulting from the HAZARDOUS PROPERTIES of NUCLEAR MA TE RIAL and arising out of the operation of a NUCLEAR FACILITY by any person or organization. C. Under any Liability Coverage, to injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE resulting from HAZARDOUS PROPERTIES of NUCLEAR MATERIAL, if: 1. The NUCLEAR MATERIAL is at, or has been discharged or dispersed from any NUCLEAR FACILITY owned by, or operated by or on behalf of, an INSURED; or 2. The NUCLEAR MATERIAL is contained in SPENT FUEL or WASTE and was at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an INSURED; or 3. The injury, sickness, disease, death or destruction, BODILY INJURY or PROPERTY DAMAGE arises out of the furnishing by an INSURED of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any NUCLEAR FACILITY, but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (3) applies only to injury to or destruction of property at such NUCLEAR FACILITY, PROPERTY DAMAGE to such NUCLEAR FACILITY and any property thereat. VP E 201(2/19) Page 4 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8ns useu 111 uns _e.uuurseu1euL: A. HAZARDOUS PROPERTIES mean radioactive, toxic or explosive properties. B. NUCLEAR FACILITY means: 1. Any NUCLEAR REACTOR; 2. Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing SPENT FUEL, or ( c) handling, processing or packaging WASTE; 3. Any equipment or device used for the processing fabricating or alloying of SPECIAL NUCLEAR MATERIAL, if at any time the total amount of such material in the custody of the INSURED at premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any of the combination thereof, or more than 250 grams of uranium 235;or 4. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of WASTE including the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. C. NUCLEAR MATERIAL means SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, or BY- PRODUCT MATERIAL. D. NUCLEAR REACTOR means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fissionable material. E. SOURCE MATERIAL, SPECIAL NUCLEAR MATERIAL, and BY-PRO DUCT MATERIAL have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. F. SPENT FUEL means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a NUCLEAR REACTOR. G. WASTE means any waste material: (a) containing BY-PRODUCT MATERIAL other than the tailings or waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its SOURCE MATERIAL content, and (b) resulting from the operation by any person/ organization of any NUCLEAR FACILITY included in the first two paragraphs of NUCLEAR FACILITY. With respect to injury to or destruction of property, the word injury or the word destruction includes all forms of radioactive contamination of property. PROPERTY DAMAGE also includes all forms of radioactive contamination of property. D. GENERAL CONDITIONS 1. Actions Against Company: No action shall lie against the Company unless, as a condition precedent thereto, each INSURED has fully complied with all of the provisions of this Policy, or until the amount of the INSURED'S obligation to pay shall have been finally determined either by written agreement of the INSURED or by judgment against the INSURED after actual trial and appeal has been concluded. Any person, organization or legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against the INSURED to determine the INSURED liability, nor shall the Company be impleaded by the INSURED or his legal representative. 2. Additional Premiums: If, during this POLICY PERIOD, an increase in the risk or hazards covered hereunder occurs, the Company shall have the right to charge the appropriate additional premium. 3. Assignment: This Policy may not be assigned and shall be void if assigned or transferred withoutpriorwritten consent of the Company. 4. Bankruptcy or Insolvency: Bankruptcy or Insolvency of the INSURED or of the INSURED estate shall not relieve the Company of any of its obligations hereunder. 5. Cancellation: This Policy may be cancelled by the NAMED INSURED by surrender thereof to the Company or any of its authorized agents or by mailing written notification stating when thereafter the cancellation shall be effective. This Policy may be cancelled by the Company for any reason, by mailing to the NAMED INSURED VP E 201(2/19) Page 5 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8Pnl1ru 1\.T,,mhPr· ug~nnn,;1ma aL U1e auuress s11uw11 m U1e runcy, wnLLe1111uu1ication not less than 60 days (10 days for nonpayment of premium) thereafter such cancellation shall be effective. Proof of mailing of such notification shall be sufficient proof of notification. The time of surrender or the effective date and hour of cancellation stated in the notification shall become the end of the POLICY PERIOD. Delivery of such written notification either by the NAMED INSURED or by the Company shall be equivalent to mailing. If the NAMED INSURED cancels, earned premium shall be computed in accordance with the customary short rate table and procedure. If the Company cancels, earned premium shall be computed pro rata. Premium adjustment may be either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 6. Changes: Notification to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this Policy or estop the Company from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy. 7. Choice of Law: The policy shall be governed and construed in accordance with the laws of the State of New York, without giving effect to conflict of law rules. 8. Coverage Territory. This Policy applies to CLAIMS made: a. In 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 Paragraph 1 above; or c. All other parts of the world if the injury or damage arises out of: i. Goods or products made or sold by the INSURED in the territory described in Paragraph a. above; or ii. The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business. provided the insured's responsibility to pay damages is determined in a CLAIM on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 9. Declarations and Representations: By acceptance of this Policy, the NAMED INSURED agrees that the statements contained in the Application for insurance, all supplemental materials, CLAIM information and any other information including submitted to the Company, including but not limited to the aforementioned, are accurate and complete at the time such information was reported. All submitted information comprise the INSURED'S agreements and representations, and knowledge that this Policy is issued in reliance upon the truth of such representations and that this Policy Declarations, Provisions, and Endorsements embody all agreements existing between all INSUREDS and the Company and supersede any prior express or implied agreements relating to this Policy. The NAMED INSURED acknowledges and agrees that the Application and any other information submitted by the NAMED INSURED is incorporated into, and is part of, this Policy. The NAMED INSURED also acknowledges and agrees that the representations and warranties and contained in the Application or in any other information submitted by the NAMED INSURED in an effort to procure this Policy, are complete, true and correct and that the Company issued this Policy in specific reliance upon the representations and warranties contained in the Application and in any other information submitted by the NAMED INSURED. 10. Independent Counsel: In the event the INSURED is entitled by law to select independent counsel to defend the INSURED at the Company's expense, the attorney fees and all other litigation expenses the Company must pay to that counsel are limited to the rates the Company actually pays to counsel the Company retains in the ordinary course of business in the defense of a similar CLAIM or in the community where the CLAIM arose or is being defended. Additionally, the Company may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency, including experience in defending CLAIMS similar to the one pending against the INSURED and to require such counsel to have errors and omissions insurance coverage. As respects any such counsel, the INSURED agrees that counsel will timely respond to the Company's requests for information regarding the CLAIM. Furthermore, the INSURED may at any time, by its signed consent, freely and fully waive its right to select independent counsel. VP E 201(2/19) Page 6 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8Pnl1ru 1\.T,,mhPr· ug~nnn,;1ma 11. mspecuuu ariu nuuu: nuy u1 U1e ~umpauy s authorized representatives shall have the right and opportunity, but not the obligation, when the Company so desires, to interview persons employed by the INSURED and to inspect at any reasonable time, during the POLICY PERIOD or thereafter, the INSURED' S premises, equipment, operations, COVERED LOCATIONS and all improvements, structures, products, ways, works, machinery and appliances thereon; but neither the Company nor its representatives shall assume any responsibility or duty to the INSURED or to any other party, person or entity, by reason of such right or inspection. Neither the Company's right to make inspections, nor the actual undertaking thereof nor any report thereon shall constitute an undertaking on behalf of the INSURED or others, to determine or warrant that property or operations are safe, healthful or conform to acceptable engineering practices or are in compliance with any law, rule or regulation. The NAJ'v1ED INSURED agrees to provide access to appropriate personnel to assistthe Company's representatives during any inspection. The Company shall also have the right to examine or audit any financial records of the NAJ'v1ED INSURED to inspect for accuracy in reporting income or revenue as represented and warranted in the Application. Premium audits may be processed as a result of such inspection, after any policy expires or is terminated. Premium adjustment calculations shall determine additional premiums due, if any, and shall not result in any mid-term downward adjustment of premium. 12. Material Change in Risk: The INSURED must endeavor to notify the Company, in writing, of any change in operations which materially increases the risk from that originally assumed by the Company at Policy inception. Any failure by the INSURED to notify the Company may void all additional risk presented to the Company, if that failure to notify the Company presents additional exposure that the company has not had the opportunity to assess or receive due consideration for. The Company reserves the right to rescind all coverage offered under this policy, accordingly. 13. Mediation and Deductible Credit: If the INSURED and the Company agree to use Mediation to resolve a covered CLAIM, and is completely resolved by such Mediation, the INSURED's Deductible obligation will be reduced by 7 5%, subject to a maximum monetary reduction of $35,000. For the purpose of this paragraph, Mediation means a non-binding process where a neutral panel of individuals assist the parties to reach their own settlement. When this occurs, we will reimburse the NAMED INSURED as soon as practical for any qualifying deductible amount which was already paid by the NAJ'v1ED INSURED prior to the Mediation. 14. Minimum Earned Premium: If this Policy is cancelled at the request of any NAJ'v1ED INSURED, the total retained by the Company shall not be less than __ . 15. Nonrenewal: The Company may non-renew this Policy by mailing or delivering to the NAJ'v1ED INSURED at the address stated on the Declarations Page, or any endorsement amending the Declarations Page, written notice of nonrenewal at least sixty (60) days before the expiration date of this Policy. The offer of Policy terms, conditions or premium different than those in effect prior to renewal, shall not constitute non-renewal. 16. Otherlnsurance: Commercial General Liability Coverage Only: a. Primary Insurance: This insurance is primary except when b. below applies. b. Excess Insurance: (1) This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; ( c) 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; ( d) If the loss arises out of the maintenance or use of aircraft, "auto" or watercraft to the extent not subject to Exclusion g. of Coverage A (SECTION I); or ( e) That is valid and collectible insurance available to you under any other policy. VP E 201(2/19) Page 7 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8Pnl1ru 1\.T,,mhPr· ug~nnn,;1ma \_L.) w ueu um; msurauce 1s excess, we wu1 uave no duty under Coverages A or B 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. (3) When this insurance is excess over other insurance, we will pay only the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all other insurance. If a loss occurs involving two or more policies, each of which states that its insurance will be excess, then our policy will contribute on a pro rata basis. All Other Coverage Parts except the Environmental Impairment Liability Coverage Part: If any part of either LOSS or CLAIMS EXPENSE are covered under this Policy and any other valid and collectible current, prior or subsequent Policy(ies) issued by any other insurer, this Policy shall provide coverage for such LOSS or CLAIMS EXPENSE on a pro rata basis with such other policy according to the applicable Limits of Liability of the applicable Coverage Part and such other policy. This coverage shall apply on an excess basis over any and all Project Specific Policies. This insurance shall in no way be increased or expanded as a result of the receivership, insolvency, or inability to pay of any insurer with respect to both the duty to indemnify and the duty to defend. This also applies to the INSURED while acting as a self-insured for any coverage. The INSURED shall promptly upon the request of the Company provide the Company with copies of all policies potentially applicable against the liability to which this Policy applies. The Company's obligation to make any payment for TRANSPORTATION shall be on an excess and non- contributory basis over any other primary and excess insurance available to the INSURED, whether collectible or not. 17. Primary Non-Contributory: Except as otherwise specified herein, this Policy shall be considered primary to any similar insurance held by third parties with respect to "your work," YOUR SERVICES and PROFESSIONAL SERVICES performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which person(s) or organizations(s) as referenced above may have, is excess and non-contributory to this insurance. 18. Severability: Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this Policy to the NAMED INSURED, this insurance applies as if each NAMED INSURED were the only NAMED INSURED and separately to each INSURED against whom a CLAIM is made. 19. Sole Agent: The NAMED INSURED first listed in the Declarations shall be deemed agent of, and act on behalf of, all other INSUREDS, if any, with respect to all matters involving this policy, including the payment or return of premium, payment of all deductibles, receipt and acceptance of any endorsement issued to form a part of the Policy, giving and receiving notification of cancellation or non-renewal, and the exercise the Policy of the rights provided in the Extended Reporting Period clause, if applicable. The Company shall have the right to seek indemnification from any INSURED or any other person who may be legally liable for the debts of the NAMED INSURED. 20. Transfer or Recovery Rights: If the Company pays any amount or incurs CLAIM EXPENSE under this Policy, the Company shall be subrogated to the rights of recovery of each INSURED, against any person, firm or organization. All INSUREDS shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights, includingwithout limitation, assignment of the INSURED rights against any person or organization on account of which the Company made payment or incurred coverage expense under this Policy. The INSURED shall do nothing to waive or prejudice such rights either prior or subsequent to any CLAIM. VP E 201(2/19) Page 8 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8p-''-1'. T __ L 21. Transfer of the NAMED INSURED'S Rights and Duties: The NAMED INSURED'S rights and duties under this policy may not be transferred without the Company's written consent except in the case of death of an individual NAMED INSURED. If an individual NAMED INSURED dies, their rights and duties will be transferred to the NAMED INSURED'S legal representative, but only while actingwithin the scope of duties as the NAMED INSURED'S legal representative. Until the NAMED INSURED'S legal representative is appointed, anyone having proper temporary custody of the NAMED INSURED' S property will have the NAMED INSURED'S rights and duties, but only with respectto that property. 22. Waiver of Subrogation: The Companywaives any right of recovery it may have against any person(s) or organization(s) to whom the NAMED INSURED agrees, in a written contract, to provide a waiver of subrogation because of payments the Company makes for injury or damage arising out of the YO UR SERVICES done under a contract with that person or organization. This status exists only for the project specified in that contract. Under no circumstances shall this provision act to extend the policy period, change the scope of coverage, or increase the Aggregate Limits oflnsurance scheduled in the VIRTUE PACK Service Business Package Policy Declarations or in any Supplemental Declarations. This paragraph shall not apply to the Environmental Impairment Liability Coverage Part. 23. Claim and Loss Apportionment. If a Claim made against an Insured includes both covered and uncovered allegations, or is made against an Insured and others not insured, the Insured and the Company recognize that there must be an allocation between covered and uncovered Claim Expenses and Loss payments, if any. The Insured and the Company shall use good faith efforts to agree upon a fair allocation between covered and uncovered Claims, Claim Expenses, and Loss taking into account the relative legal and financial exposures, and the relative benefits obtained in connection with the defense and/ or settlement of the Claim by the Insured or others. a. If the Insured and the Insurer are unable to agree on the amount of the allocation, then the Company shall pay only those amounts (excess of the Deductible) which the Company deems to be fair and equitable until a different amount shall be agreed upon or determined pursuant to the terms of this Policy. b. The Company may advance Claims Expenses and or Loss and pursuant to this paragraph prior to the final disposition of any such Claim, provided such Claim is covered by this Policy. Any such advance shall be on the condition that: (1) the appropriate Deductible has been satisfied; and (2) any amounts advanced by the Company shall serve to reduce the Limit of Liability stated in the Declarations to the extent they are not in fact repaid; and (3) the Insured and the Company have agreed upon the portion of the Claims Expenses or Loss attributable to covered Claims against the Insureds; provided, however, if no agreement, the Company shall pay Costs of Defense as specified herein; and ( 4) in the event it is finally established that the Company has no liability under the Policy for such Claim, the Insured will repay the Company all Claims Expenses and/ or Loss advanced by virtue of this provision. All other policy terms and conditions shall remain the same. PLEASE READ THIS ENDORSEMENT CAREFULLY AND COMPLETELY. THIS ENDORSEMENT CHANGES THE POLICY. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. VP E 201(2/19) Page 9 of 9 © 2019 Virtue Risk Partners, LLC DocuSign Envelope ID: AEFC7BD8-5CCF-495E-A487-D5C0D0007AF8 STATE ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY COMPENSATION fN$UAANtLE5 FUND HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STA.NDARD TIME EFFECTIVE JULY 1, 2022 AT 12.01 A.M. AND EXPIRING JULY i, i023 AT 12.01 A.M. MATT CHLOR, INC. 4107 ARDEN DR EL MONTE, CA 91731 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FR011 ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2 • .00% OF THE TOTAL POLICY PREMIU11.. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION REP 09 9063392-22 RENEWAL SC 0-60-48-14 PAGE l OF NOTHING IN THIS ENDORSEMENT CONTAINED $HALL li!E HELD TO VARY, ALTER, WAIVlz OR EXTEND Arff: OF T.HE. TERMS, <=.QNDITION:S, AGREEMENTS, OR LIMITATION$ ()F THIS POLIC:Y OTHER Tf'IAN AS STATED. N'OTHll'lll3 EL$EWHEFIE IN THI$ POLIC'r' $HALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE> TERMS, CONDITIONS, AGREEMENTS OR LIMITATIQ!\IS OF Tt-llS ENDQ.RS_EMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~,et/£✓ 2572 AUTHO~IZED REP:iE~JftE• PRESID.ENT AND CEO sen= l'Ol=IM 1◊217 (Rl=V.7 ·2014) . OLD"DF' 217 1