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RF Yeager Engineering Inc; 2022-11-02; PSA23-1998UTIL
General Counsel Approved Version 8/2/2022 1 AGREEMENT FOR D-4 RESERVOIR AND PIPELINES CATHODIC PROTECTION DESIGN SERVICES RF YEAGER ENGINEERING 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 RF Yeager Engineering, Inc., a California corporation, ("Contractor"). RECITALS A.CMWD requires the professional services of a consultant that is experienced incorrosion control design work. B.Contractor has the necessary experience in providing professional services andadvice related to corrosion control design work. C.Contractor has submitted a proposal to CMWD and has affirmed its willingnessand ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference 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 Executive Manager may amend the Agreement to extend it for one (1) additional one(1)year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board ofDirectors. The parties will prepare a written amendment indicating the effective date and lengthof 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 beseventeen thousand, eight hundred and ninety-five dollars ($17,895). No other compensation forthe Services will be allowed except for items covered by subsequent amendments to thisAgreement. If CMWD elects to extend the Agreement, the amount shall not exceed seventeen thousand, eight hundred and ninety-five dollars ($17,895) per Agreement year. CMWD reservesthe right to withhold a ten percent (10%) retention until CMWD has accepted the work and/orServices specified in Exhibit "A". PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 2nd November General Counsel Approved Version 8/2/2022 2 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor andin 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 CMWDas necessary. The persons used by Contractor to provide services under this Agreement will notbe considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7.SUBCONTRACTINGContractor 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 toCMWD for the acts and omissions of Contractor's subcontractor and of the persons either directlyor 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 contractualrelationship between any subcontractor of Contractor and CMWD. Contractor will be responsiblefor payment of subcontractors. Contractor will bind every subcontractor and every subcontractorof a subcontractor by the terms of this Agreement applicable to Contractor's work unlessspecifically noted to the contrary in the subcontract and approved in writing by CMWD. 8.OTHER CONTRACTORSCMWD reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATIONContractor 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 expensesincluding attorney’s fees arising out of the performance of the work described herein caused byany negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10.INSURANCEContractor 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 mayarise out of or in connection with performance of the services by Contractor or Contractor’sagents, representatives, employees or subcontractors. The insurance will be obtained from aninsurance carrier admitted and authorized to do business in the State of California. The insurance PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 General Counsel Approved Version 8/2/2022 3 carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits 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. 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 CMWD). $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 CMWD'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 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach or may purchase PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 General Counsel Approved Version 8/2/2022 4 replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at 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 CMWDduring 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 DOCUMENTSAll 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 workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in CMWD andContractor relinquishes all claims to the copyrights in favor of CMWD. 15.NOTICESThe name of the persons who are authorized to give written notices or to receive written noticeon behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Dave Padilla Name Richard F. Yeager Jr. Title District Engineer Title President/Principal Corrosion Engineer Carlsbad Municipal Water District Address 1016 Broadway, Suite A Address 5950 El Camino Real El Cajon, CA 92021 Carlsbad, CA 92008 Phone 619-312-0195 Phone 760-331-3586 E-mail rfyeager@rfyeager.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16.CONFLICT OF INTEREST PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 General Counsel Approved Version 8/2/2022 5 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 ☒ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. 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. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ten (10) days written notice to City. In the event of termination of this Agreement by either party 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 PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 General Counsel Approved Version 8/2/2022 6 exceed the lump sum fee payable 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 FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement 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. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 General Counsel Approved Version 8/2/2022 7 26. 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 RF YEAGER ENGINEERING, INC., a California corporation By: By: (sign here) Vicki Quiram, General Manager, as authorized by the General Manager Richard F. Yeager, President, Secretary, & CFO (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By:_____________________________ General Counsel PSA23-1998UTILDocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 LABOR ESTIMATE Project Name:CMWD D-4 Reservoir & Pipelines Cathodic Protection DesignClient:CMWDProject Manager:Richard F. (Rick) Yeager Jr., PE Prepared By:Richard F. (Rick) Yeager Jr., PE Project No.:22139Date: FEE SUMMARY ITEM TOTAL Labor $17,895 TOTAL $17,895 BILLING RATES Corrosion Engineering Services Senior Project Manager (SPM)$180 (NACE Certified or Corrosion PE) Project Manager (PM)$175 *** (NACE Certified or Corrosion PE) Project Engineer (PEN)$140 Corrosion Management Services Senior Corrosion Manager (SCM)$180 (NACE Certified or Corrosion PE) Corrosion Inspector $175 (NACE Certified or Corrosion PE) Administrative Services Administrative Assistant (AA)$105 *** CADD Design Services Senior CADD Technician (SCT)$120 *** *** Billing Rates Used for This Project 1016 Broadway, Suite A, El Cajon, CA 92021 Phone: 619.312.0195 Fax: 619.312.0197 RFYeager@RFYeager.com October 12, 2022 PSA23-1998UTIL EXHIBIT A DocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 DESCRIPTION LABOR HOURS TOTALS Task Work to be Completed PM SCT AA HOURS FEE A Cathodic Protection Design Reservoir 1.Review Standards and Site Plans for corrosion control design 2 2 $350 2.Provide CP/corrosion control design analysis/calculations 8 8 $1,400 3.Provide redline markups to civil plan and profile 8 3 11 $1,715 4.Provide 60% CP design submittal (detail sheets and specs)20 20 6 46 $6,530 5.Provide 60% cost estimate 6 2 8 $1,260 6.Review 60% comments, provide 90% design submittal 12 12 4 28 $3,960 7.Review 90% comments, provide final 100% submittal 6 6 2 14 $1,980 8.Attend project meetings or TelCon (2 meetings)4 4 $700 subtotal 66 38 17 121 $17,895 TOTAL 66 38 17 121 $17,895 2 PSA23-1998UTIL EXHIBIT A DocuSign Envelope ID: BFEA4B1C-F783-45DE-B1CB-6266CC96DA54 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 10/25/2022 License # 0L48969 (619) 233-8000 (619) 864-7106 25674 RF Yeager Engineering, Inc. 9562 Winter Gardens Suite D-151 Lakeside, CA 92040 20443 A 1,000,000 X X 6804H95450621 12/1/2021 12/1/2022 1,000,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A X X BA2R08836821 12/1/2021 12/1/2022 4,000,000A CUP4F65028021 12/1/2021 12/1/2022 4,000,000 0 A X UB4P33622721 12/1/2021 12/1/2022 1,000,000 1,000,000 1,000,000 B Professional Liabili EEH288311802 9/15/2022 Per Claim/Agg Limit 2,000,000 B Claims Made Basis EEH288311802 9/15/2022 9/15/2023 Deductible 5,000 RE: All operations performed by the named insured on behalf of the certificate holder Additional insureds are included as/where required by written contract as respects to General Liability, Auto Liability, General waiver of subrogation, Auto waiver of subrogation, General Liability Primary Non-Contributory wording, and Workers Compensation waiver of subrogation, but limited to the operations of the Insured under said contract, and always subject to all the policy terms, conditions and exclusions per endorsements attached. General Liability, Auto Liability, and Employers Liability are underlying policies on the Excess Liability policy. City of Carlsbad/CMWD is included as additional insured per the attached. 30 Day Notice of Cancellation, 10 day notice for non-payment of premium. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 RFYEAGE-01 VANJE1 C3 Risk & Insurance Services 404 Camino Del Rio S. STE 410 San Diego, CA 92108 certs@c3insurance.com Travelers Property Casualty Co Of America Continental Casualty Company X 9/15/2023 X X X X X X X ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II – WHO IS h.This insurance does not apply to "bodily AN INSURED:injury" or "property damage" caused by "your work" and included in the "products-Any person or organization that you agree in a completed operations hazard" unless the"written contract requiring insurance" to include as "written contract requiring insurance"an additional insured on this Coverage Part, but:specifically requires you to provide sucha.Only with respect to liability for "bodily injury",coverage for that additional insured, and then"property damage" or "personal injury"; and the insurance provided to the additional insured applies only to such "bodily injury" orb.If, and only to the extent that, the injury or "property damage" that occurs before the enddamage is caused by acts or omissions of of the period of time for which the "writtenyou or your subcontractor in the performance contract requiring insurance" requires you toof "your work" to which the "written contract provide such coverage or the end of therequiring insurance" applies, or in connection policy period, whichever is earlier.with premises owned by or rented to you. 2.The following is added to Paragraph 4.a.ofThe person or organization does not qualify as an SECTION IV – COMMERCIAL GENERALadditional insured: LIABILITY CONDITIONS:c.With respect to the independent acts or The insurance provided to the additional insuredomissions of such person or organization; or is excess over any valid and collectible otherd.For "bodily injury", "property damage" or insurance, whether primary, excess, contingent or"personal injury" for which such person or on any other basis, that is available to theorganization has assumed liability in a additional insured for a loss we cover. However, ifcontract or agreement.you specifically agree in the "written contract requiring insurance" that this insurance providedThe insurance provided to such additional insured to the additional insured under this Coverage Partis limited as follows: must apply on a primary basis or a primary ande.This insurance does not apply on any basis to non-contributory basis, this insurance is primaryany person or organization for which to other insurance available to the additionalcoverage as an additional insured specifically insured which covers that person or organizationsis added by another endorsement to this as a named insured for such loss, and we will notCoverage Part.share with the other insurance, provided that:f.This insurance does not apply to the (1)The "bodily injury" or "property damage" forrendering of or failure to render any which coverage is sought occurs; and"professional services". (2)The "personal injury" for which coverage isg.In the event that the Limits of Insurance of the sought arises out of an offense committed;Coverage Part shown in the Declarations after you have signed that "written contractexceed the limits of liability required by the requiring insurance". But this insurance provided"written contract requiring insurance", the to the additional insured still is excess over validinsurance provided to the additional insured and collectible other insurance, whether primary,shall be limited to the limits of liability required excess, contingent or on any other basis, that isby that "written contract requiring insurance". available to the additional insured when thatThis endorsement does not increase the person or organization is an additional insuredlimits of insurance described in Section III – under any other insurance.Limits Of Insurance. CG D3 81 09 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Policy Number: 6804H95450621 3.The following is added to Paragraph 8., Transfer 4.The following definition is added to the Of Rights Of Recovery Against Others To Us,DEFINITIONS Section: of SECTION IV – COMMERCIAL GENERAL "Written contract requiring insurance" means thatLIABILITY CONDITIONS:part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part,payments we make for "bodily injury", "property provided that the "bodily injury" and "propertydamage" or "personal injury" arising out of "your damage" occurs and the "personal injury" iswork" performed by you, or on your behalf, done caused by an offense committed:under a "written contract requiring insurance" with a.After you have signed that written contract;that person or organization. We waive this right only where you have agreed to do so as part of b.While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you c.Before the end of the policy period.before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ú 2015 The Travelers Indemnity Company. All rights reserved.CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY a.We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments,related to the conduct of your settlements or medical expenses; or business; (b)To the spouse, child, parent, brother orb.The conditions set forth above, or the terms of sister of that co-"employee" orthe agreement described in Paragraph f.above,"volunteer worker" as a consequenceare no longer met.of Paragraph (1)(a)above;SECTION II – WHO IS AN INSURED (c)For which there is any obligation to1.If you are designated in the Declarations as:share damages with or repay someonea.An individual, you and your spouse are else who must pay damages becauseinsureds, but only with respect to the conduct of the injury described in Paragraphof a business of which you are the sole owner.(1)(a)or (b)above; orb.A partnership or joint venture, you are an (d)Arising out of his or her providing orinsured. Your members, your partners, and failing to provide professional healththeir spouses are also insureds, but only with care services.respect to the conduct of your business.Unless you are in the business orc.A limited liability company, you are an insured.occupation of providing professional healthYour members are also insureds, but only with care services, Paragraphs (1)(a),(b),(c)respect to the conduct of your business. Your and (d)above do not apply to "bodily injury"managers are insureds, but only with respect to arising out of providing or failing to providetheir duties as your managers.first aid or "Good Samaritan services" by d.An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed orinsured. Your "executive officers" and directors volunteer doctor. Any such "employees" orare insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritanstockholders are also insureds, but only with services" during their work hours for yourespect to their liability as stockholders.will be deemed to be acting within the scope of their employment by you ore.A trust, you are an insured. Your trustees are performing duties related to the conduct ofalso insureds, but only with respect to their your business.duties as trustees. (2)"Property damage" to property:2.Each of the following is also an insured: (a)Owned, occupied or used by;a.Your "volunteer workers" only while performing (b)Rented to, in the care, custody orduties related to the conduct of your business, control of, or over which physicalor your "employees", other than either your control is being exercised for any"executive officers" (if you are an organization purpose by;other than a partnership, joint venture or limited liability company) or your managers (if you are a you, any of your "employees", "volunteerlimited liability company), but only for acts workers", any partner or member (if you arewithin the scope of their employment by you or a partnership or joint venture), or anywhile performing duties related to the conduct member (if you are a limited liabilityof your business. However, none of these company)."employees" or "volunteer workers" are b.Any person (other than your "employee" orinsureds for:"volunteer worker"), or any organization, while (1)"Bodily injury" or "personal injury":acting as your real estate manager. (a)To you, to your partners or members (if c.Any person or organization having properyou are a partnership or joint venture),temporary custody of your property if you die,to your members (if you are a limited but only:liability company), to a co-"employee"(1)With respect to liability arising out of thewhile in the course of his or her maintenance or use of that property; andemployment or performing duties related to the conduct of your (2)Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY d.Your legal representative if you die, but only b.Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of anypremises leased to you. representative will have all your rights and The insurance provided to such premises owner,duties under this Coverage Part.manager or lessor is subject to the following e.Any person or organization that, with your provisions: express or implied consent, either uses or is a.The limits of insurance provided to suchresponsible for the use of a watercraft that you premises owner, manager or lessor will be thedo not own that is:minimum limits that you agreed to provide in the (1)50 feet long or less; and written contract or agreement, or the limits shown in the Declarations, whichever are less.(2)Not being used to carry any person or property for a charge.b.The insurance provided to such premises owner, manager or lessor does not apply to:3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability (1)Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However:(2)Structural alterations, new construction or a.Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period,lessor. whichever is earlier;5.Any person or organization that is an equipment b.Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with respect to liability for "bodily injury", "propertyc.Coverage B does not apply to "personal and damage", or "personal and advertising injury" that:advertising injury" arising out of an offense committed before you acquired or formed the a.Is "bodily injury" or "property damage" that organization.occurs, or is "personal and advertising injury" caused by an offense that is committed,For the purposes of Paragraph 1.of Section II –subsequent to the signing of that contract orWho Is An Insured, each such organization will be agreement; anddeemed to be designated in the Declarations as: b.Is caused, in whole or in part, by your acts ora.An organization, other than a partnership, joint omissions in the maintenance, operation or useventure or limited liability company; or of equipment leased to you by such equipment lessor.b.A trust; The insurance provided to such equipment lessor isas indicated in its name or the documents that subject to the following provisions:govern its structure. a.The limits of insurance provided to such4.Any person or organization that is a premises equipment lessor will be the minimum limits thatowner, manager or lessor and that you have agreed you agreed to provide in the written contract orin a written contract or agreement to include as an agreement, or the limits shown in theadditional insured on this Coverage Part is an Declarations, whichever are less.insured, but only with respect to liability for "bodily b.The insurance provided to such equipmentinjury", "property damage" or "personal and lessor does not apply to any "bodily injury" oradvertising injury" that:"property damage" that occurs, or "personal a.Is "bodily injury" or "property damage" that and advertising injury" caused by an offense that is committed, after the equipment leaseoccurs, or is "personal and advertising injury" expires.caused by an offense that is committed, subsequent to the signing of that contract or No person or organization is an insured with respect toagreement; and the conduct of any current or past partnership, joint Page12 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a.The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b.$300,000 if no amount is shown for theinsured under Section II – Who Is An Insured.Damage To Premises Rented To You Limit in the Declarations of this Coverage Part.SECTION III – LIMITS OF INSURANCE 7.Subject to Paragraph 5.above, the Medical1.The Limits of Insurance shown in the Declarations Expense Limit is the most we will pay underand the rules below fix the most we will pay Coverage C for all medical expenses because ofregardless of the number of:"bodily injury" sustained by any one person.a.Insureds;The Limits of Insurance of this Coverage Part apply b.Claims made or "suits" brought; or separately to each consecutive annual period and to any remaining period of less than 12 months, starting withc.Persons or organizations making claims or the beginning of the policy period shown in thebringing "suits". Declarations, unless the policy period is extended after2.The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12for the sum of:months. In that case, the additional period will bea.Medical expenses under Coverage C;deemed part of the last preceding period for purposes of determining the Limits of Insurance.b.Damages under Coverage A, except damages because of "bodily injury" or "property damage"SECTION IV – COMMERCIAL GENERAL LIABILITYincluded in the "products-completed operations CONDITIONShazard"; and 1. Bankruptcy c.Damages under Coverage B.Bankruptcy or insolvency of the insured or of the 3.The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligationsLimit is the most we will pay under Coverage A for under this Coverage Part.damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense,damage" included in the "products-completed Claim Or Suitoperations hazard". a.You must see to it that we are notified as soon4.Subject to Paragraph 2.above, the Personal And as practicable of an "occurrence" or an offenseAdvertising Injury Limit is the most we will pay which may result in a claim. To the extentunder Coverage B for the sum of all damages possible, notice should include:because of all "personal injury" and "advertising (1)How, when and where the "occurrence" orinjury" sustained by any one person or organization. offense took place;5.Subject to Paragraph 2.or 3.above, whichever (2)The names and addresses of any injuredapplies, the Each Occurrence Limit is the most we persons and witnesses; andwill pay for the sum of: (3)The nature and location of any injury ora.Damages under Coverage A; and damage arising out of the "occurrence" orb.Medical expenses under Coverage C;offense.because of all "bodily injury" and "property damage"b.If a claim is made or "suit" is brought againstarising out of any one"occurrence".any insured, you must:For the purposes of determining the applicable (1)Immediately record the specifics of theEach Occurrence Limit, all related acts or claim or "suit" and the date received; andomissions committed in providing or failing to (2)Notify us as soon as practicable.provide first aid or "Good Samaritan services" to any one person will be deemed to be one You must see to it that we receive written notice"occurrence".of the claim or "suit" as soon as practicable. 6.Subject to Paragraph 5.above, the Damage To c.You and any other involved insured must:Premises Rented To You Limit is the most we will (1)Immediately send us copies of anypay under Coverage A for damages because of demands, notices, summonses or legal"premises damage" to any one premises. The papers received in connection with theDamage To Premises Rented To You Limit will be:claim or "suit"; CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage.However,coverage for any injury,damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general cover- age description only.Limitations and exclusions may apply to these coverages.Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A.BLANKET ADDITIONAL INSURED H.AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT INCREASED LIMITB.EMPLOYEE HIRED AUTO I.WAIVER OF DEDUCTIBLE GLASSC.EMPLOYEES AS INSURED J.PERSONAL PROPERTYD.SUPPLEMENTARY PAYMENTS INCREASED LIMITS K.AIRBAGS E.TRAILERS INCREASED LOAD CAPACITY L.AUTO LOAN LEASE GAP F.HIRED AUTO PHYSICAL DAMAGE M.BLANKET WAIVER OF SUBROGATION G.PHYSICAL DAMAGE TRANSPORTATION EXPENSES INCREASED LIMIT A.BLANKET ADDITIONAL INSURED performing duties related to the conduct of your business.The following is added to Paragraph A.1.,Who Is An Insured,of SECTION II COVERED AUTOS 2.The following replaces Paragraph b.in B.5., LIABILITY COVERAGE:Other Insurance,of SECTION IV BUSI- NESS AUTO CONDITIONS:Any person or organization who is required under a written contract or agreement between you and b.For Hired Auto Physical Damage Cover- that person or organization,that is signed and age,the following are deemed to be cov- executed by you before the "bodily injury"or ered "autos"you own: "property damage"occurs and that is in effect (1)Any covered "auto"you lease,hire,during the policy period,to be named as an addi-rent or borrow;andtionalinsuredisan"insured"for Covered Autos (2)Any covered "auto"hired or rented byLiabilityCoverage,but only for damages to which your "employee"under a contract inthisinsuranceappliesandonlytotheextentthat an "employee's"name,with yourpersonororganizationqualifiesasan"insured" permission,while performing dutiesundertheWhoIsAnInsuredprovisioncontained related to the conduct of your busi-in Section II. ness.B.EMPLOYEE HIRED AUTO However,any "auto"that is leased,hired,1.The following is added to Paragraph A.1.,rented or borrowed with a driver is not aWhoIsAnInsured,of SECTION II COV-covered "auto".ERED AUTOS LIABILITY COVERAGE: C.EMPLOYEES AS INSUREDAn"employee"of yours is an "insured"while The following is added to Paragraph A.1.,Who Isoperatingacovered"auto"hired or rented An Insured,of SECTION II COVERED AUTOSunderacontractoragreementinan"em-LIABILITY COVERAGE:ployee's"name,with your permission,while CA T4 20 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy Number: BA2R08836821 COMMERCIAL AUTO (2)An adjustment for depreciation and physicalAny"employee"of yours is an "insured"while us- ing a covered "auto"you don't own,hire or borrow condition will be made in determining actual in your business or your personal affairs.cash value in the event of a total "loss". D.SUPPLEMENTARY PAYMENTS INCREASED (3)If a repair or replacement results in better LIMITS than like kind or quality,we will not pay for the amount of betterment.1.The following replaces Paragraph A.2.a.(2)of SECTION II COVERED AUTOS LIABILITY (4)A deductible equal to the highest Physical COVERAGE:Damage deductible applicable to any owned covered "auto".(2)Up to $3,000 for cost of bail bonds (in- (5)This Coverage Extension does not apply to:cluding bonds for related traffic law viola- tions)required because of an "accident"(a)Any "auto"that is hired,rented or bor-we cover.We do not have to furnish rowed with a driver;orthesebonds.(b)Any "auto"that is hired,rented or bor-2.The following replaces Paragraph A.2.a.(4)of rowed from your "employee".SECTION II COVERED AUTOS LIABILITY G.PHYSICAL DAMAGE TRANSPORTATIONCOVERAGE:EXPENSES INCREASED LIMIT(4)All reasonable expenses incurred by the The following replaces the first sentence in Para-"insured"at our request,including actual graph A.4.a.,Transportation Expenses,oflossofearningsupto$500 a day be-SECTION III PHYSICAL DAMAGE COVER-cause of time off from work.AGE:E.TRAILERS INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximum ofThefollowingreplacesParagraphC.1.of SEC-$1,500 for temporary transportation expense in-TION I COVERED AUTOS:curred by you because of the total theft of a cov- 1."Trailers"with a load capacity of 3,000 ered "auto"of the pri ate passenger type.v pounds or less designed primarily for travel H.AUDIO,VISUAL AND DATA ELECTRONIConpublicroads.EQUIPMENT INCREASED LIMIT F.HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b.of SECTION III PHYSICAL The following is added to Paragraph A.4.,Cover-DAMAGE COVERAGE is deleted. age Extensions,of SECTION III PHYSICAL I.WAIVER OF DEDUCTIBLE GLASSDAMAGECOVERAGE:The following is added to Paragraph D.,Deducti-Hired Auto Physical Damage Coverage ble,of SECTION III PHYSICAL DAMAGE COVERAGE:If hired "autos"are covered "autos"for Covered Autos Liability Coverage but not covered "autos"No deductible for a covered "auto"will apply to for Physical Damage Coverage,and this policy glass damage if the glass is repaired rather than replaced.also provides Physical Damage Coverage for an owned "auto",then the Physical Damage Cover-J.PERSONAL PROPERTY age is extended to "autos"that you hire,rent or The following is added to Paragraph A.4.,Cover-borrow subject to the following:age Extensions,of SECTION III PHYSICAL DAMAGE COVERAGE:(1)The most we will pay for "loss"to any one "auto"that you hire,rent or borrow is the Personal Property Coverage lesser of:We will pay up to $400 for "loss"to wearing ap- (a)$50,000;parel and other personal property which is: (1)Owned by an "insured";and(b)The actual cash value of the damaged or stolen property as of the time of the (2)In or on your covered "auto". "loss";or This coverage only applies in the event of a total (c)The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover-property of like kind and quality.age. Page 2 of 3 ©2015 The Travelers Indemnity Company.All rights reserved.CA T4 20 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy Number: BA2R08836821 COMMERCIAL AUTO K.AIRBAGS (2)Any: The following is added to Paragraph B.3.,Exclu-(a)Overdue lease or loan payments at the sions,of SECTION III PHYSICAL DAMAGE time of the "loss"; COVERAGE:(b)Financial penalties imposed under a Exclusion 3.a.does not apply to "loss"to one or lease for excessive use,abnormal wear more airbags in a covered "auto"you own that in-and tear or high mileage; flate due to a cause other than a cause of "loss"(c)Security deposits not returned by the les-set forth in Paragraphs A.1.b.and A.1.c.,but sor;only: (d)Costs for extended warranties,Credit Lifea.If that "auto"is a covered "auto"for Compre-Insurance,Health,Accident or DisabilityhensiveCoverageunderthispolicy;Insurance purchased with the loan orb.The airbags are not covered under any war-lease;andranty;and (e)Carry-over balances from previous loansc.The airbags were not intentionally inflated.or leases. We will pay up to a maximum of $1,000 for any M.BLANKET WAIVER OF SUBROGATIONone"loss". The following replaces Paragraph A.5.,TransferL.AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us,The following is added to Paragraph A.4.,Cover-of SECTION IV BUSINESS AUTO CONDI-age Extensions,of SECTION III PHYSICAL TIONS:DAMAGE COVERAGE:5.Transfer Of Rights Of Recovery AgainstAutoLoanLeaseGapCoverageforPrivateOthersToUsPassengerTypeVehicles We waive any right of recovery we may haveIntheeventofatotal"loss"to a covered "auto"of against any person or organization to the ex-the private passenger type shown in the Schedule tent required of you by a written contract exe-or Declarations for which Physical Damage Cov-cuted prior to any "accident"or "loss",pro-erage is provided,we will pay any unpaid amount vided that the "accident"or "loss"arises out ofdue on the lease or loan for such covered "auto" the operations contemplated by such con-less the following: tract.The waiver applies only to the person or(1)The amount paid under the Physical Damage organization designated in such contract.Coverage Section of the policy for that "auto"; and CA T4 20 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy Number: BA2R08836821 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who between you and that person or organization, that is Is An Insured, of SECTION II – COVERED AUTOS signed by you before the "bodily injury" or "property LIABILITY COVERAGE in the BUSINESS AUTO damage" occurs and that is in effect during the policy COVERAGE FORM and Paragraph e. in A.1., Who Is period, to name as an additional insured for Covered An Insured, of SECTION II – COVERED AUTOS Autos Liability Coverage, but only for damages to LIABILITY COVERAGE in the MOTOR CARRIER which this insurance applies and only to the extent of COVERAGE FORM, whichever Coverage Form is that person's or organization's liability for the conduct part of your policy: of another "insured". This includes any person or organization who you are required under a written contract or agreement CA T4 37 02 16 ú 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA2R08836821 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft – 75 Feet Long Or Less H.Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating ToB.Who Is An Insured – Unnamed Subsidiaries PremisesC.Who Is An Insured – Retired Partners, Members, I.Blanket Additional Insured – GovernmentalDirectors And Employees Entities – Permits Or Authorizations Relating ToD.Who Is An Insured – Employees And Volunteer OperationsWorkers – Bodily Injury To Co-Employees, Co- J.Incidental Medical MalpracticeVolunteer Workers And Retired Partners, Members, Directors And Employees K.Medical Payments – Increased Limit E.Who Is An Insured – Newly Acquired Or Formed L.Amendment Of Excess Insurance Condition –Limited Liability Companies Professional Liability F.Blanket Additional Insured – Controlling Interest M.Blanket Waiver Of Subrogation – When Required By Written Contract Or AgreementG.Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers N.Contractual Liability – Railroads PROVISIONS uses or is responsible for the use of a watercraft that you do not own that is:A. NON-OWNED WATERCRAFT – 75 FEET (1)75 feet long or less; andLONG OR LESS (2)Not being used to carry any person1.The following replaces Paragraph (2)of or property for a charge;Exclusion g.,Aircraft, Auto Or Watercraft, in Paragraph 2.of SECTION I –B. WHO IS AN INSURED – UNNAMED COVERAGES – COVERAGE A – BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II – WHO ISLIABILITY:AN INSURED: (2)A watercraft you do not own that is:Any of your subsidiaries, other than a partnership(a)75 feet long or less; and or joint venture, that is not shown as a Named (b)Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge;if: 2.The following replaces Paragraph 2.e.of a.You are the sole owner of, or maintain an SECTION II – WHO IS AN INSURED:ownership interest of more than 50% in, such subsidiary on the first day of the policye.Any person or organization that, with period; andyour express or implied consent, either CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY Unless you are in the business or occupationb.Such subsidiary is not an insured under of providing professional health caresimilar other insurance. services, Paragraphs (1)(a),(b),(c)and (d)No such subsidiary is an insured for "bodily above do not apply to "bodily injury" arisinginjury" or "property damage" that occurred, or out of providing or failing to provide first aid"personal and advertising injury" caused by an or "Good Samaritan services" by any of youroffense committed:retired partners, members, directors or a.Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% in such subsidiary; or retired partners, members, directors or "employees" providing or failing to provideb.After the date, if any, during the policy period first aid or "Good Samaritan services" duringthat you no longer maintain an ownership their work hours for you will be deemed to beinterest of more than 50% in such subsidiary.acting within the scope of their employmentFor purposes of Paragraph 1.of Section II – Who by you or performing duties related to theIs An Insured, each such subsidiary will be conduct of your business.deemed to be designated in the Declarations as:(2)"Personal injury":a.A limited liability company;(a)To you, to your current or retiredb.An organization other than a partnership,partners or members (if you are ajoint venture or limited liability company; or partnership or joint venture), to your current or retired members (if you are ac.A trust;limited liability company), to your otheras indicated in its name or the documents that current or retired directors orgovern its structure."employees" while in the course of his or her employment or performing dutiesC. WHO IS AN INSURED – RETIRED PARTNERS, related to the conduct of your business,MEMBERS, DIRECTORS AND EMPLOYEES or to your other "volunteer workers"The following is added to Paragraph 2.of while performing duties related to theSECTION II – WHO IS AN INSURED:conduct of your business; Any person who is your retired partner, member,(b)To the spouse, child, parent, brother or director or "employee" that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or "volunteer worker" as a consequence ofacts within the scope of their employment by you Paragraph (2)(a)above;or while performing duties related to the conduct of your business. However, no such retired (c)For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone else who must pay damages because ofinsured for: the injury described in Paragraph (2)(a) (1)"Bodily injury":or (b)above; or (a)To you, to your current partners or (d)Arising out of his or her providing ormembers (if you are a partnership or failing to provide professional health carejoint venture), to your current members services.(if you are a limited liability company) or (3)"Property damage" to property:to your current directors; (a)Owned, occupied or used by; or(b)To the spouse, child, parent, brother or sister of that current partner, member or (b)Rented to, in the care, custody or controldirector as a consequence of Paragraph of, or over which physical control is(1)(a)above;being exercised for any purpose by;(c)For which there is any obligation to you, any of your retired partners, membersshare damages with or repay someone or directors, your current or retiredelse who must pay damages because of "employees" or "volunteer workers", anythe injury described in Paragraph (1)(a) current partner or member (if you are aor(b)above; or partnership or joint venture), or any current(d)Arising out of his or her providing or member (if you are a limited liabilityfailing to provide professional health care company) or current director.services. Page 2 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED – EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS – BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a.A limited liability company;WORKERS AND RETIRED PARTNERS,b.An organization other than a partnership,MEMBERS, DIRECTORS AND EMPLOYEES joint venture or limited liability company;The following is added to Paragraph 2.a.(1)of orSECTION II – WHO IS AN INSURED:c.A trust;Paragraphs (1)(a),(b)and (c)above do not as indicated in its name or the documentsapply to "bodily injury" to a current or retired co-that govern its structure."employee" while in the course of the co- "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED – duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1.The following is added to SECTION II –workers" or retired partners, members or WHO IS AN INSURED:directors while performing duties related to the Any person or organization that has financialconduct of your business.control of you is an insured with respect toE. WHO IS AN INSURED – NEWLY ACQUIRED liability for "bodily injury", "property damage"OR FORMED LIMITED LIABILITY COMPANIES or "personal and advertising injury" that The following replaces Paragraph 3.of arises out of: SECTION II – WHO IS AN INSURED:a.Such financial control; or 3.Any organization you newly acquire or form,b.Such person's or organization'sother than a partnership or joint venture, and ownership, maintenance or use ofof which you are the sole owner or in which premises leased to or occupied by you.you maintain an ownership interest of more The insurance provided to such person orthan 50%, will qualify as a Named Insured if organization does not apply to structuralthere is no other similar insurance available alterations, new construction or demolitionto that organization. However:operations performed by or on behalf of sucha.Coverage under this provision is person or organization.afforded only: 2.The following is added to Paragraph 4.of(1)Until the 180th day after you acquire SECTION II – WHO IS AN INSURED:or form the organization or the end This paragraph does not apply to anyof the policy period, whichever is premises owner, manager or lessor that hasearlier, if you do not report such financial control of you.organization in writing to us within 180 days after you acquire or form it;G. BLANKET ADDITIONAL INSURED –or MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS(2)Until the end of the policy period, when that date is later than 180 days The following is added to SECTION II – WHO ISafter you acquire or form such AN INSURED:organization, if you report such Any person or organization that is a mortgagee,organization in writing to us within assignee, successor or receiver and that you180 days after you acquire or form it; have agreed in a written contract or agreementb.Coverage A does not apply to "bodily to include as an additional insured on thisinjury" or "property damage" that Coverage Part is an insured, but only withoccurred before you acquired or formed respect to its liability as mortgagee, assignee,the organization; and successor or receiver for "bodily injury", "property c.Coverage B does not apply to "personal damage" or "personal and advertising injury"and advertising injury" arising out of an that:offense committed before you acquired a.Is "bodily injury" or "property damage" thator formed the organization.occurs, or is "personal and advertising injury"For the purposes of Paragraph 1.of Section caused by an offense that is committed,II – Who Is An Insured, each such CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b.Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED – use of the premises for which that GOVERNMENTAL ENTITIES – PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II – WHO ISthis Coverage Part.AN INSURED: The insurance provided to such mortgagee,Any governmental entity that has issued a permitassignee, successor or receiver is subject to the or authorization with respect to operationsfollowing provisions:performed by you or on your behalf and that you a.The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less.and advertising injury" arising out of such operations.b.The insurance provided to such person or organization does not apply to:The insurance provided to such governmental entity does not apply to:(1)Any "bodily injury" or "property damage" that occurs, or any "personal and a.Any "bodily injury", "property damage" oradvertising injury" caused by an offense "personal and advertising injury" arising outthat is committed, after such contract or of operations performed for theagreement is no longer in effect; or governmental entity; or (2)Any "bodily injury", "property damage" or b.Any "bodily injury" or "property damage""personal and advertising injury" arising included in the "products-completedout of any structural alterations, new operations hazard".construction or demolition operations J. INCIDENTAL MEDICAL MALPRACTICEperformed by or on behalf of such 1.The following replaces Paragraph b.of themortgagee, assignee, successor or definition of "occurrence" in thereceiver. DEFINITIONS Section:H. BLANKET ADDITIONAL INSURED – b.An act or omission committed inGOVERNMENTAL ENTITIES – PERMITS OR providing or failing to provide "incidentalAUTHORIZATIONS RELATING TO PREMISES medical services", first aid or "GoodThe following is added to SECTION II – WHO IS Samaritan services" to a person, unlessAN INSURED:you are in the business or occupation of providing professional health careAny governmental entity that has issued a permit services.or authorization with respect to premises owned or occupied by, or rented or loaned to, you and 2.The following replaces the last paragraph ofthat you are required by any ordinance, law,Paragraph 2.a.(1)of SECTION II – WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupationCoverage Part is an insured, but only with of providing professional health carerespect to liability for "bodily injury", "property services, Paragraphs (1)(a),(b),(c)and (d)damage" or "personal and advertising injury"above do not apply to "bodily injury" arisingarising out of the existence, ownership, use,out of providing or failing to provide:maintenance, repair, construction, erection or (a)"Incidental medical services" by any ofremoval of any of the following for which that your "employees" who is a nurse,governmental entity has issued such permit or nurse assistant, emergency medicalauthorization: advertising signs, awnings,technician, paramedic, athletic trainer,canopies, cellar entrances, coal holes,audiologist, dietician, nutritionist,driveways, manholes, marquees, hoist away Page 4 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expensesof your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE:b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCEservices", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS:COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the"Bodily injury" or "property damage" arising loss is not subject to the professional servicesout of the violation of a penal statute or exclusion of Coverage A or Coverage B.ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection:Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, web.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 N. CONTRACTUAL LIABILITY – RAILROADS 1.The following replaces Paragraph c.of the definition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1)of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: 6804H95450621 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE – LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ (Other Than Products-Completed Operations) General Aggregate Limit $ (Other Than Products-Completed Operations) Designated Projects: Designated Locations: PROVISIONS 1.The General Aggregate Limit (Other Than 1.The Limits of Insurance shown in the Products-Completed Operations) shown in the Declarations or the Schedule – Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule – Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations.the number of: 2.The following replaces Paragraph 1.of SECTION a.Insureds;III – LIMITS OF INSURANCE:b.Claims made or "suits" brought; CG D4 69 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 6804H95450621 10/18/2021 2,000,000 2,000,000 2,000,000 2,000,000 Each "project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit, provided that the contract is signed by you before the "bodily injury" or "property damage" occurs. All locations listed in Item 3. of the Common Policy Declarations or in any Master Pac Account Exposure Endorsement included in this policy. UB4P33622721 ~ TRAVELERSJ ,