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Home My WebLink AboutV & A Consulting Engineers Inc; 2023-01-17; PSA23-2059UTILPSA23-2059UTIL City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR SEWER FLOW MONITORING SERVICES V & A CONSULTING ENGINEERS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City") and V & A Consulting Engineers, Inc., a California Corporation ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in sewerflow monitoring. B.Contractor has the necessary experience in providing professional services andadvice related to sewer flow monitoring. C.Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORKCity 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 three (3) months from the date firstabove written. 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 bethirty-eight thousand six hundred dollars ($38,600). No other compensation for the Services willbe allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/orServices 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: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 January 17th PSA23-2059UTIL City Attorney Approved Version 8/2/2022 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 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 City. Contractor will beunder control of City only as to the result to be accomplished, but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not beconsidered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balanceowing to Contractor. 8.SUBCONTRACTINGContractor will not subcontract any portion of the Services without prior written approval of City.If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for theacts and omissions of Contractor's subcontractor and of the persons either directly or indirectlyemployed by the subcontractor, as Contractor is for the acts and omissions of persons directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible forpayment 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 specificallynoted to the contrary in the subcontract and approved in writing by City. 9.OTHER CONTRACTORSThe City reserves the right to employ other Contractors in connection with the Services. 10.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneysfees arising out of the performance of the work described herein caused by any negligence,recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly orindirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 3 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.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 insurancecarrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplusline insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a ratingin the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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 City). $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 City'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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City 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. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12.BUSINESS LICENSEContractor 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 thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records and any 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. 14.OWNERSHIP OF DOCUMENTSAll work product produced by Contractor or its agents, employees, and subcontractors pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 15.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 16.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. /// /// /// /// DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 5 For City For Contractor Name Sean Diaz Name Farshad Malek Title Utilities Senior Engineer Title Project Manager Department Public Works Address 11011 Via Frontera, Suite C City of Carlsbad San Diego, CA 92127 Address 5950 El Camino Real Phone No. 619-876-1728 Carlsbad, CA 92008 Email fmalek@vaengineering.com Phone No. 442-200-7222 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 INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. Yes No 18.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof the Services by Contractor. Contractor will at all times observe and comply with these laws,ordinances, and regulations and will be responsible for the compliance of Contractor's serviceswith all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment. 20.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe used to resolve any questions of fact or interpretation not otherwise settled by agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactoryto the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. TheCity Manager will consider the facts and solutions recommended by each party and may then optto direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seekingremedies available to them at law. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 □ PSA23-2059UTIL City Attorney Approved Version 8/2/2022 6 21.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Uponnotification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty (60) 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 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. 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 consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violationof this warranty, City will have the right to annul this Agreement without liability, or, in its discretion,to deduct from the Agreement price or consideration, or otherwise recover, the full amount of thefee, commission, percentage, brokerage fees, gift, or contingent fee. 23.CLAIMS AND LAWSUITSBy signing this Agreement, Contractor agrees that any Agreement claim submitted to City mustbe asserted as part of the Agreement process as set forth in this Agreement and not in anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminalprosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled torecover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of afalse claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement. 24.JURISDICTION AND VENUEAny 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 theCounty of San Diego, State of California, and the parties waive all provisions of law providing fora change of venue in these proceedings to any other county. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 7 25.SUCCESSORS AND ASSIGNSIt is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due orto become due under it may be assigned by Contractor without the prior consent of City, whichshall not be unreasonably withheld. 26.ENTIRE AGREEMENTThis Agreement, together with any other written document referred to or contemplated by it, alongwith the purchase order for this Agreement and its provisions, embody the entire Agreement andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 8 27.AUTHORITYThe individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authorityto bind Contractor to the terms and conditions of this Agreement. CITY OF CARLSBAD, a municipal corporation of the State of California CONTRACTOR V & A CONSULTING ENGINEERS, INC., a California corporation By: By: (sign here) Vicki V. Quiram, Utilities Director as authorized by the City Manager Debra Kaye, President (print name/title) By: (sign here) Glenn Wilson, Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON BY: _____________________________ City Attorney DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 bWA,lA, UJilSblA, PSA23-2059UTIL City Attorney Approved Version 8/2/2022 9 EXHIBIT “A” SCOPE OF SERVICES V&A Project No. 22-0450 December 6, 2022 Sean B. Diaz, PE, QSD Utilities Senior Engineer City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008-8802 Subject: City of Carlsbad, Open Channel Flow Monitoring Services, 8 flow meters for 2 to 6 weeks It is our understanding that the City of Carlsbad (City) is requesting V&A Consulting Engineers, Inc., (V&A) services to perform flow monitoring within the City collection system, monitoring eight (8) sanitary sewer lines. Flow meters will be installed for between two (2) to six (6) weeks. The purpose of this work is to capture flow monitoring data, hopefully during a storm event, to help support the City’s capacity analysis of the collection system. The following is our detailed scope of work for the subject services. Scope of Work Task | Description 1.Project Management & Document Review: The objective of this task is to track andexecute the project following the schedule, budget, and quality expectations that areestablished. This task includes the following project management work activities: a.Monitor project progress, including work completed, work remaining, budgetexpended, schedule, estimated cost of work remaining, and estimated cost atcompletion; manage activities within the total project budget. b.Monitor project activities for potential changes and anticipate changes wheneverpossible; with approval, modify project tasks, task budgets, and approach to keep the overall project within budget and on schedule. c.Manage the quality of all work activities and project deliverables. d.Submit all required forms to comply with prevailing wage requirements per theDepartment of Industrial Relations (DIR). 2.Project Preparation and Site Reconnaissance: V&A will review existing sanitary sewerplans and the proposed flow monitoring location details provided by the City inpreparation for flow monitoring. The City will provide V&A with the draft and final list offlow monitoring locations, including pipe diameters, flow direction, and GIS shapefiles. V&A will visit the proposed sites to verify the suitability of manholes and/or alternativemanholes for the installation of flow meters. V&A’s site reconnaissance will be limited to top-side investigations to verify manhole location and accessibility, identify traffic controlrequirements, and check hydraulics for manholes not located in the street right-of-way. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 10 V&A will consult with the City if alternative manholes are required for flow monitoring. V&A will document the following information: location map with address, pipe size, manhole identification number, flow channel condition, site schematics, and photographs. V&A will recommend the appropriate metering technology for the flow characteristics and hydraulic conditions observed during the site reconnaissance visits. If site reconnaissance identifies conditions, such as manhole depths greater than 30 feet and/or elevated gas levels that cannot be cleared with forced ventilation, V&A will work with the City to identify suitable alternative sites. If monitoring locations cannot be moved, V&A will provide a change order to cover the additional costs due to extreme work conditions. 3.Install/Calibrate/Remove Flow Meters and Rain Gauges (8 flow monitoring sites/2 to 6weeks): V&A will perform sewer system flow monitoring at eight (8) locations to collectdry and possible wet-weather flow data for two (2) to six (6) weeks. Options forextensions beyond the base two (2) weeks of flow monitoring will be on a per -week basis and per the direction of the City. Extensions for flow monitoring will be in additionto the base fee proposal. V&A will prepare the flow monitoring equipment necessary for installing, calibrating, andremoving the flow meters. Our team will coordinate all fieldwork with the City. Flowmeters will be area-velocity flow meters capable of collecting flow level and velocity measurements in free -flow and surcharged hydraulic conditions. A 2-person V&A crew with a field truck and the necessary confined space entry (CSE),simple traffic control, and flow monitoring equipment will install, calibrate and remove theflow meters. V&A will verify data integrity and that the meters are operational and clearof debris. V&A shall be responsible for the installation, calibration, and removal of theequipment for this project. Maintenance and meter malfunction will be documented andreported as soon as it is observed. V&A shall be prepared to extend the duration of theflow monitoring period as requested by the City. 4.Flow Monitoring Deliverable: Following the flow monitoring activities, V&A will prepare a data report documenting the flow monitoring results. V&A shall download and reduceflow monitoring data in 15-minute intervals into Microsoft Excel format for data analysisand report preparation. The summary report will be in electronic format and will include the following information: ▪Location map with address, pipe size, manhole identifier number, flow channel condition, site schematics, and photographs ▪Flow monitoring data with tabular outputs of depth, velocity, and flow rate andhydrographs of depth, velocity, and flow rates for the flow meter ▪An electronic copy of monitoring data will be provided in 15-minute time intervals Any changes to the following assumptions, prevailing wage assumption, exclusions and limitations, or proposed schedule may necessitate an adjustment to the proposed fee. Assumptions The following is a list of additional assumptions used to develop V&A’s scope of work. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 PSA23-2059UTIL City Attorney Approved Version 8/2/2022 11 ▪Prevailing Wage: V&A understands that some or all tasks associated with this project are subject to prevailing wage rate requirements. All project labor subject to prevailing wagerequirements will incur a 25% markup on the associated labor fee. This markup covers thehigher base hourly labor rates associated with prevailing wage rates, additional overtime requirements, and reporting requirements. ▪Traffic control: See exhibit maps for the locations of the flow monitoring sites for this project.The city will provide traffic control for this project. V&A will coordinate with the City for trafficcontrol. Exclusions and Limitations The following items, unless otherwise indicated, are not included in the scope of work: ▪Project-Specific Health and Safety Plan▪Notification(s) to residents ▪Bonds▪Shutdown, Dewatering, and Cleaning of Structures▪Excavations and uncovering of inaccessible structures ▪Supplied Air for conditions where it is unsafe due to atmospheric conditions. Fee Proposal V&A proposes to complete this work at a total cost not to exceed the costs shown in the table below. Base proposal items (flow monitoring) will be billed on a Lump Sum basis. Contingency budget items (permits & traffic control) will be billed on a Time and Materials basis and only if utilized. The scope of work was developed as a result of our discussions and represents our mutual understanding. Summary of Costs for Tasks and Amount Flow Monitoring at 8 sites for 4 weeks: $38,600* *Selected Option If unforeseen circumstances should arise which indicate that more time is required, V&A will provide a written estimate of additional required time and cost. V&A will not proceed with work beyond the not-to-exceed figure without written authorization from your office. We are prepared to begin work on your project upon receiving written approval, a notice to proceed (NTP), or a purchase order from your office. Total Not to Exceed Amount: $38,600* *Includes taxes, fees, expenses, and all other costs. DocuSign Envelope ID: EAFE1DA3-5786-44DF-B495-EF7BC97DC984 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 9/8/2022 AssuredPartners Design Professionals Insurance Services, LLC3697 Mt. Diablo Blvd Suite 230Lafayette CA 94549 Maurice Thornton 714-427-6810 DesignProCerts@AssuredPartners.com License#: 6003745 XL Speciality Insurance Company 37885 V&ACONS-02 Hartford Accident and Indemnity Company 22357V&A Consulting Engineers, Inc.1000 Broadway, Suite 320Oakland CA 94607 Sentinel Insurance Company 11000 2076509557 C X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X X Y Y 84SBWBF2643 9/8/2022 9/8/2023 4,000,000 B 1,000,000 X X X Y Y 84UEGAA1983 9/8/2022 9/8/2023 C X X 4,000,000Y84SBWBF26439/8/2022Y 9/8/2023 4,000,000 X 10,000 A Professional Liability &Pollution LiabilityRetro Date: 07/26/79 N Y DPR5001738 9/8/2022 9/8/2023 Per ClaimAnnual AggregateRetro Date: 07/26/79 $5,000,000$5,000,000 Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability.RE: All Operations.City of Carlsbad/CMWD and its officials, employees and volunteers are named as additional insureds as respects general and auto liability as required perwritten contract or agreement. General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s).** Policy #DPR9964740, XL Specialty Ins. Co. is A+ XV ** 30 Day Notice of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 947Murrieta CA 92564 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form, the provisions of this endorsement apply. 1.BROAD FORM INSURED d.Any "employee"of yours while using a covered "auto"you don't own,hire or A.Subsidiaries and Newly Acquired or borrow in your business or yourFormed Organizations personal affairs.The Named Insured shown in the C.Lessors as InsuredsDeclarations is amended to include: Paragraph A.1.-WHO IS AN INSURED -of (1)Any legal business entity other than a Section II -Liability Coverage is amended topartnershiporjointventure,formed as a add:subsidiary in which you have an ownership interest of more than 50%on e.The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto"is leased to you under a written However,the Named Insured does not agreement if: include any subsidiary that is an (1)The agreement requires you to"insured"under any other automobile provide direct primary insurance for policy or would be an "insured"under the lessor andsuchapolicybutforitsterminationor (2)The "auto"is leased without a driver.the exhaustion of its Limit of Insurance. Such a leased "auto"will be considered a (2)Any organization that is acquired or covered "auto"you own and not a covered formed by you and over which you "auto"you hire.maintain majority ownership.However, the Named Insured does not include any D.Additional Insured if Required by Contract newly formed or acquired organization:(1)Paragraph A.1.-WHO IS AN INSURED(a)That is a partnership or joint -of Section II -Liability Coverage isventure,amended to add: (b)That is an "insured"under any other f.When you have agreed,in a writtenpolicy,contract or written agreement,that a (c)That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your business auto policy, such person or (d)180 days or more after its organization is an "insured", but only acquisition or formation by you, to the extent such person orunlessyouhavegivenusnoticeof organization is liable for "bodilythe acquisition or formation. injury"or "property damage"causedCoveragedoesnotapplyto"bodily by the conduct of an "insured" under injury"or "property damage"that results paragraphs a.or b.of Who Is Anfroman"accident"that occurred before Insured with regard to theyouformed or acquired the organization.ownership,maintenance or use of a B.Employees as Insureds covered "auto." Paragraph A.1.-WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 1 of 5of ISO Properties,Inc.,with its permission.) 84UEGAA1983 E.Primary and Non-Contributory ifTheinsuranceaffordedtoanysuch Required by Contractadditionalinsuredappliesonlyifthe "bodily injury"or "property damage"Only with respect to insurance provided tooccurs:an additional insured in 1.D.-Additional (1)During the policy period, and Insured If Required by Contract,the following provisions apply:(2)Subsequent to the execution of such written contract, and (3)Primary Insurance When Required By Contract(3)Prior to the expiration of the period of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured.agreement that this insurance be primary.If other insurance is also (2)How Limits Apply primary,we will share with all that otherIfyouhaveagreedinawrittencontractinsurancebythemethoddescribedinorwrittenagreementthatanother Other Insurance 5.d.person or organization be added as an (4)Primary And Non-Contributory To Otheradditionalinsuredonyourpolicy,the Insurance When Required By Contractmostwewillpayonbehalfofsuch additional insured is the lesser of:If you have agreed in a written contract or written agreement that this insurance(a)The limits of insurance specified in is primary and non-contributory with the the written contract or written additional insured's own insurance,this agreement; or insurance is primary and we will not(b)The Limits of Insurance shown in seek contribution from that otherthe Declarations.insurance. Such amount shall be a part of and not (3)(4)Paragraphs and do not apply to other in addition to Limits of Insurance shown insurance to which the additional insuredintheDeclarationsanddescribedinthishasbeen added as an additional insured.Section. When this insurance is excess,we will have no (3)Additional Insureds Other Insurance duty to defend the insured against any "suit"if If we cover a claim or "suit"under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit".If no other insurer by other insurance available to an defends,we will undertake to do so,but we will additional insured,such additional be entitled to the insured's rights against all insured must submit such claim or "suit"those other insurers. to the other insurer for defense and When this insurance is excess over otherindemnity. insurance,we will pay only our share of the However,this provision does not apply amount of the loss,if any,that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1)The total amount that all such otherthatthisinsuranceisprimaryandnon-insurance would pay for the loss in thecontributorywiththeadditionalinsured's absence of this insurance; andowninsurance. (2)The total of all deductible and self-insured (4)Duties in The Event Of Accident,Claim,amounts under all that other insurance.Suit or Loss We will share the remaining loss,if any,by the If you have agreed in a written contract method described in Other Insurance 5.d.or written agreement that another 2.AUTOS RENTED BY EMPLOYEESpersonororganizationbeaddedasan additional insured on your policy,the Any "auto"hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2.-DUTIES IN THE The OTHER INSURANCE Condition is amendedEVENTOFACCIDENT,CLAIM ,SUIT by adding the following:OR LOSS –OF SECTION IV – BUSINESS AUTO CONDITIONS,in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 2 of 5of ISO Properties,Inc.,with its permission.) 5 PHYSICAL DAMAGE -ADDITIONALIfan"employee’s"personal insurance also . TEMPORARY TRANSPORTATION EXPENSE applies on an excess basis to a covered "auto" COVERAGEhiredorrentedbyyour"employee"on your behalf and at your direction,this insurance will Paragraph A.4.a.of SECTION III -PHYSICAL be primary to the "employee’s"personal DAMAGE COVERAGE is amended to provide ainsurance.limit of $50 per day and a maximum limit of 3.AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. 6.LOAN/LEASE GAP COVERAGEEXCLUSION5.-FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not Under SECTION III -PHYSICAL DAMAGE apply if you have workers'compensation COVERAGE,in the event of a total "loss"to a insurance in-force covering all of your covered "auto",we will pay your additional legal "employees".obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto"at the time of the "loss" insurance.and the "outstanding balance"of the loan/lease. 4.HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance"means the amount you owe on the loan/lease at the time of "loss"less If hired "autos"are covered "autos"for Liability any amounts representing taxes;overdueCoverageandifComprehensive,Specified payments;penalties,interest or chargesCausesofLoss,or Collision coverages are resulting from overdue payments;additionalprovidedunderthisCoverageFormforanymileagecharges;excess wear and tear charges;"auto"you own,then the Physical Damage lease termination fees;security deposits not Coverages provided are extended to "autos" you returned by the lessor;costs for extendedhire or borrow,subject to the following limit.warranties,credit life Insurance,health,accidentThemostwewillpayfor"loss"to any hired or disability insurance purchased with the loan or "auto"is:lease;and carry-over balances from previous (1)$100,000;loans or leases. (2)The actual cash value of the damaged or 7.AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B.EXCLUSIONS -of (3)The cost of repairing or replacing the SECTION III -PHYSICAL DAMAGE damaged or stolen property,COVERAGE, the following is added: whichever is smallest,minus a deductible.The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto"for that airbag. coverage. No deductible applies to "loss"caused 8.ELECTRONIC EQUIPMENT -BROADENEDby fire or lightning. Hired Auto Physical Damage COVERAGEcoverageisexcessoveranyothercollectiblea.The exceptions to Paragraphs B.4 -insurance.Subject to the above limit,deductible EXCLUSIONS -of SECTION III -PHYSICAL and excess provisions,we will provide coverage DAMAGE COVERAGE are replaced by the equal to the broadest coverage applicable to any following:covered "auto"you own. 4.c.4.d.Exclusions and do not apply to We will also cover loss of use of the hired "auto"equipment designed to be operated solelyifitresultsfroman"accident",you are legally by use of the power from the "auto's"liable and the lessor incurs an actual financial electrical system that,at the time of "loss", loss,subject to a maximum of $1000 per is:"accident". (1)Permanently installed in or upon This extension of coverage does not apply to the covered "auto";any "auto"you hire or borrow from any of your "employees",partners (if you are a partnership),(2)Removable from a housing unit members (if you are a limited liability company),which is permanently installed in or members of their households.or upon the covered "auto"; (3)An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above;or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 3 of 5of ISO Properties,Inc.,with its permission.) (4)Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc.company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system.the same "accident", the following applies: b.Section III –Version CA 00 01 03 10 of the (1)If the deductible under this Business Auto Business Auto Coverage Form,Physical Coverage Form is the smaller (or smallest) Damage Coverage,Limit of Insurance,deductible,it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2)If the deductible under this Business AutotheBusinessAutoCoverageForm,Physical Coverage Form is not the smaller (orDamageCoverage,Limit of Insurance, smallest)deductible,it will be reduced byParagraphCareeachamendedtoaddthetheamountofthesmaller(or smallest)following:deductible. $1,500 is the most we will pay for "loss"in 12.AMENDED DUTIES IN THE EVENT OF any one "accident"to all electronic ACCIDENT, CLAIM,SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a.-solely for the reproduction of sound,and DUTIES IN THE EVENT OF ACCIDENT,CLAIM,accessories used with such equipment)SUIT OR LOSS -of SECTION IV -BUSINESSthatreproduces,receives or transmits AUTO CONDITIONS that you must notify us of audio,visual or data signals which,at the an "accident"applies only when the "accident" istime of "loss", is:known to:(1)Permanently installed in or upon (1)You, if you are an individual;the covered "auto"in a housing, (2)A partner, if you are a partnership;opening or other location that is not normally used by the "auto"(3)A member,if you are a limited liability manufacturer for the installation of company;or such equipment; (4)An executive officer or insurance manager, if (2)Removable from a permanently you are a corporation. installed housing unit as described 13.UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a.above or is an HAZARDSintegral part of that equipment; or If you unintentionally fail to disclose any hazards(3)An integral part of such equipment.existing at the inception date of your policy,we c.For each covered "auto",should loss be limited will not deny coverage under this Coverage to electronic equipment only,our obligation to Form because of such failure. pay for,repair,return or replace damaged or 14.HIRED AUTO -COVERAGE TERRITORYstolenelectronicequipmentwillbereducedby Paragraph e.of GENERAL CONDITIONS 7.-the applicable deductible shown in the POLICY PERIOD,COVERAGE TERRITORY -Declarations,or $250,whichever deductible is of SECTION IV -BUSINESS AUTO less. CONDITIONS is replaced by the following:9.EXTRA EXPENSE -BROADENED e.For short-term hired "autos",the coverageCOVERAGE territory with respect to Liability Coverage isUnderParagraphA.- COVERAGE -of SECTION anywhere in the world provided that if theIII-PHYSICAL DAMAGE COVERAGE,we will "insured's"responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury"or "property damage"is "auto"to you.determined in a "suit," the "suit" is brought in 10.GLASS REPAIR -WAIVER OF DEDUCTIBLE the United States of America,the territories and possessions of the United States ofUnderParagraphD.-DEDUCTIBLE -of SECTION America,Puerto Rico or Canada or in a III -PHYSICAL DAMAGE COVERAGE,the settlement we agree to.following is added: 15.WAIVER OF SUBROGATIONNodeductibleappliestoglassdamageifthe glass is repaired rather than replaced.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV -11.TWO OR MORE DEDUCTIBLES BUSINESS AUTO CONDITIONS is amended byUnderParagraphD.-DEDUCTIBLE -of SECTION adding the following:III -PHYSICAL DAMAGE COVERAGE,the following is added: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 4 of 5of ISO Properties,Inc.,with its permission.) We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss,the most we will pay under this you have a written contract that requires such Hybrid,Electric,or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form."loss"is $10,000. 16.RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury"in SECTION V-a.A "non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following:uses only an internal combustion engine to move the auto but does not include autos"Bodily injury"means bodily injury,sickness or powered solely by electricity or natural gas.disease sustained by any person,including mental anguish or death resulting from any of b.A "hybrid"auto is defined as an auto with an these.internal combustion engine and one or more electric motors;and that uses the internal17.EXTENDED CANCELLATION CONDITION combustion engine and one or more electric Paragraph 2.of the COMMON POLICY motors to move the auto,or the internal CONDITIONS -CANCELLATION -applies combustion engine to charge one or more except as follows:electric motors, which move the auto. If we cancel for any reason other than 19.VEHICLE WRAP COVERAGEnonpaymentofpremium,we will mail or deliver In the event of a total loss to an "auto"for whichtothefirstNamedInsuredwrittennoticeofComprehensive,Specified Causes of Loss,orcancellationatleast60daysbeforetheeffectiveCollisioncoveragesareprovidedunderthisdate of cancellation.Coverage Form,then such Physical Damage18.HYBRID,ELECTRIC,OR NATURAL GAS Coverages are amended to add the following:VEHICLE PAYMENT COVERAGE In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive,Specified Causes of which are displayed on the covered "auto"at theLoss,or Collision coverages are provided under time of total loss.Regardless of the number ofthisCoverageForm,then such Physical autos deemed a total loss,the most we will pay Damage Coverages are amended as follows:under this Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid"auto or any one "loss"is $5,000.For purposes of this an auto powered solely by electricity or natural coverage provision,signs or other graphics gas,we will pay an additional 10%,to a painted or magnetically affixed to the vehicle are maximum of $2,500,of the "non-hybrid"auto’s not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 Page 5 of 5of ISO Properties,Inc.,with its permission.) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 14 04 17 Page 1 of 1 © 2017, The Hartford ADDITIONAL INSURED PROVISIONS - CALIFORNIA This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A.It is agreed that paragraph (2)of subsections 6.d. and 6.f.of Section C. - WHO IS AN INSURED is replaced by the following: (2)The insurance afforded by paragraph (1)above does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.It is agreed that the following paragraphs are added to the end of subsections 1.and 8.of Section F- OPTIONAL ADDITIONAL INSURED COVERAGES;and it is agreed the following paragraphs replace section b.of subsection 9.of Section F. - OPTIONAL ADDITIONAL INSURED COVERAGES.These paragraphs do not attach or amend the language of any of the other subsections of Section F - OPTIONAL ADDITIONAL INSURED COVERAGES: The insurance afforded by this subsection does not apply if your acts or omissions, or the acts or omissions of those acting on your behalf, that are alleged to have caused the "bodily injury", "property damage" or "personal and advertising injury", involve professional architectural, engineering or surveying services, including but not limited to: (a)The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications payment requests, manuals or instructions; (b)Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (c)Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (d)Monitoring, sampling, or testing service necessary to perform any of the services included in a. b. or c. above; (e)Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in a., b. or c. above. The insurance afforded to such additional insured: (a)Only applies to the extent permitted by law; and (b)Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6.Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 3ROLF\84SBWBF2643 i BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution(a)"Bodily injury" or "property or sale of the products.damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders, "personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 3ROLF\84SBWBF2643 1 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To YouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits".the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations.The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations.permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations"b.The Limits of Insurance shown in theowned by or rented to you.Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 i BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance.No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under thisobligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffense which may result in a claim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 3ROLF\84SBWBF2643 BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies:(4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 3ROLF\84SBWBF2643 > BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 3ROLF\84SBWBF2643 > >