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HomeMy WebLinkAboutEurofins Eaton Analytical LLC; 2023-03-22; PSA23-2026UTILPSA23-2026UTIL General Counsel Approved Version 8/2/2022 1 AGREEMENT FOR UNREGULATED CONTAMINANT MONITORING RULE FIVE WATER SAMPLING LAB SERVICES EUROFINS EATON ANALYTICAL, LLC 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 Eurofins Eaton Analytical, LLC, a Delaware limited liability company ("Contractor”). RECITALS CMWD requires the professional services of a consultant that is experienced in Unregulated Contaminant Monitoring Rule Five (UCMR5) water sampling lab testing services. Contractor has the necessary experience and certifications in providing these professional services, has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed nine thousand seven hundred sixty dollars ($9,760). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or the Services specified in Exhibit “A.” Invoices may be submitted upon completion of any sample delivery group. Payments required by such invoices shall be due and payable within thirty (30) days from receipt of Contractor’s properly prepared invoice. 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys’ fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F March 22nd PSA23-2026UTIL General Counsel Approved Version 8/2/2022 2 The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under the CMWD’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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 nonadmitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claimsmade coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Andrew Wilson Name Lauren Collins Title Utilities Supervisor Title Account Manager Carlsbad Municipal Water District Address 750 Royal Oaks Drive, Suite 100 Address 5950 El Camino Real Monrovia, CA 91016 Carlsbad, CA 92008 Phone 949-244-4695 Phone 760-802-5720 E-mail lauren.collins@et.eurofinsus.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. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes ☐ No ☒ DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F PSA23-2026UTIL General Counsel Approved Version 8/2/2022 3 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 10. TERMINATION CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may not assign this Agreement, in whole or part, or any monies due or to become due under it, without the prior written consent of CMWD. 14. AMENDMENTS This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 15. LIMITATION OF LIABILITY Notwithstanding anything to the contrary stated elsewhere in this Agreement, Contractor’s maximum liability under this Agreement or any other attachments hereto whether based in contract, tort, warranty, negligence or otherwise shall not exceed amounts recoverable under the scope and limits of the insurance required under this Agreement, except for Contractor’s gross negligence or willful misconduct. /// /// /// /// /// /// /// DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F PSA23-2026UTIL General Counsel Approved Version 8/2/2022 4 16. 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 EUROFINS EATON ANALYTICAL, LLC, a Delaware limited liability company By: By: (sign here) Vicki V. Quiram, General Manager, as authorized by the Executive Manager Matthew Hartz, Director of Operations (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 DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F PSA23-2026UTIL General Counsel Approved Version 8/2/2022 5 EXHIBIT “A” SCOPE OF SERVICES Eurofins Eaton Analytical UCMR5 water sampling testing services. *Total amount not to exceed $9,760 each year of agreement. CMWD is responsible for sample collection. Eurofins Eaton Analytical providing containers with return labels for shipping the samples. * DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F Project: UCMR5 Quote Number.: 38003584 -1 Ma ·• -king Wa er llmkiflll Waler -king er llmking Water Ma ·• -king Waler -king Wa er Entry Point Fieldl Sample TAT: 10_Days (Business Days) Melhod 53 .I UCMR5 533 2 .7 UCMR5 200.7 UC R5 Tes1 Oescription UCMR5 UC ~R5 'hium Prep -Pr-eparalion. Total Recovaable Metals Total Entry Point f ield Sample, Field Reagent Blank TAT: 10_Days (Business Days) Melhod 537.1 UCMR5 533 Te5.1 Oescription UCMR5 UC ~R5 Total Fi"~ld RNg,.,nt Blank EID!l Validation/Upload Sampae Kil llelivery Re m Shipping, Deliverable· -l e 2 QC Rep«t Quote other Charges Total Oiher C harg!I!· Total other Charges Total Analysis Charges Grand Total for Quote 3800~584 Ou. Quantity n~ Extended Price Price 16 S 22.-.00 S 3.60 .00 16 S 350.00 S 5,60 .00 16 $ 2.-.00 $40 .00 16 S 10.00 $160.00 $9,760.00 Quantity Extended Price Price tity 0 0 $ 200.00 S 300.00 Unit Price $0.00 $0.00 $0.00 $0 .. 00 S 0.00 S .00 $ 0.00 Extended Price S 0.00 S 0.00 S 0.00 S 0.00 $0.00 $ 01,100, $9,760.00 $ 9,7•601,100 PSA23-2026UTIL General Counsel Approved Version 8/2/2022 6 PROJECT DETAILS Pricing provided is for analysis of parameters listed under the UCMR5. It is critical for the PWS to notify the lab of any changes to its SDWARS inventory/schedule in CDX as soon as changes are made so that appropriate adjustments can be made to the collection kits. Failure to notify the lab of changes may result in charges for samples collected in error or cause delays in submitting data to the EPA. For UCMR5, all samples are taken from the entry point to the distribution (after treatment). Methods 533 & 537.1 require a field reagent blank (FRB) be collected at every sample point along with the associated field sample. Due to the field reagent blank requirements for methods 533 & 537.1 and the high susceptibility for contamination we will provide sampling containers and require a minimum of 2 weeks lead time for sampling supplies. We will not accept client provided containers. Note: The EPA has reduced the timeline for submitting data to SDWARS along with the time needed to analyze the field sample to determine the need for the associated field reagent blank will make it critical for the samples to be received within two days of collection but one day is preferred. *Field reagent blanks are only analyzed and billed if there is a detect in the associated field sample. If there are no detects the field reagent blank will be cancelled and disposed of accordingly. DocuSign Envelope ID: 306ECE7C-D1B6-4AE5-A757-6FE0AE34C29F ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/06/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. NAME: PHONE I FAX 1717 Arch Street IA/C No Extl: (A/C Nol: Philadelphia, PA 19103-2797 E-MAIL ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# CN134111012-ALL-GUPP-23-24 INSURER A : ACE Property & Casualty Insurance Company 20699 INSURED INSURER B : Great Northern Insurance Company 20303 Eurofins Eaton Analytical, LLC 750 Royal Oaks Drive, Suite 100, INSURERC: Monrovia, CA 91016 INSURERD: INSURERE: INSURERF : COVERAGES CERTIFICATE NUMBER: CLE-006822034-03 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n W\/n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY X X G46676725 01/01/2023 01/01/2024 EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES IEa occurrence\ $ 1,000,000 f-- MED EXP (Any one person) $ 10,000 ~ PERSONAL & ADV INJURY f--$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □ PRO-D Loc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ IEa accident\ f-- ANY AUTO BODILY INJURY (Per person) $ ~ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY f--AUTOS HIRED NON-OWNED iP~~~;c~Je;,fiAMAGE $ ~ AUTOS ONLY ~ AUTOS ONLY $ A UMBRELLA LIAB M OCCUR X X G46676762 01/01/2023 01/01/2024 EACH OCCURRENCE $ 5,000,000 ~ X EXCESSLIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE • POLICY LIMIT $ DESCRIPTION OF OPERATIONS below B Professional Liability 99510639 01/01/2023 01/01/2024 LIMITS: SEE ATTACHED DEDUCTIBLE: 250,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad is included as an Additional Insured as respects to General Liability where required by written contract. Waiver of Subrogation applies in favor of City of Carlsbad with respects to as permitted by law. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/o EXIGIS Insurance Compliance Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O. Box 4668 • ECM #35050 ACCORDANCE WITH THE POLICY PROVISIONS. New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I ~USA~~- © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN134111012 ---------------------LO C #: Philadelphia ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Marsh USA Inc. Eurofins Eaton Analytical, LLC 750 Royal Oaks Drive, Suite 100, POLICY NUMBER Monrovia.CA 91016 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Professional Liability: (a) Integrated Liability and Indemnity Aggregate Limit -$5,000,000 (b) Errors or Omissions Aggregate Limit -$5,000,000 (c) Contractually Assumed Privacy Remediation Limit -$100,000 Pollution Liability: Policy# PEC0058168 01/01/2021 -01/01/2024 Indian Harbor Insurance Company Limits: Each Pollution Condilion -$1 ,000,000 Aggregate -$1 ,000,000 SIR -$100,000 Page 2 of 2 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Northeast, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA Eurofins Eaton Analytical, LLC750 Royal Oaks DriveSuite 100Monrovia, CA 91016 City of Carlsbad is included as an Additional Insured as respects to Automobile Liability. Waiver of Subrogation applies in favor of Additional Insureds with respects to Automobile Liability. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York, NY 10163-4668 01/06/2023 1-877-945-7378 1-888-467-2378 certificates@willis.com Travelers Property Casualty Company of Ame 25674 W27695330 A 1,000,000 01/01/202401/01/2023HC2JCAP-162D3822-TIL-23 UB-2R857672-23-I2-KA 1,000,000No01/01/2023 01/01/2024 1,000,000 1,000,000 279815123580907SR ID:BATCH: Willis Towers Watson Certificate Center Page 1 of 1 ACORD® I ~ .-------, I ~ □ □ ~ ~ Fl □ □ ~ X ~ ~ ~ ~ ~ ~ H I I XI I I □ CG 20 10 12 19 © Insurance Services Office, Inc., 2018 POLICY NUMBER: OGLG46676725 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations When required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. COMMERCIAL GENERAL LIABILITY COVERAGE PART Insured Copy CG 20 11 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: OGLG46676725 COMMERCIAL GENERAL LIABILITY CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: SCHEDULE Designation Of Premises (Part Leased To You): Name Of Person(s) Or Organization(s) (Additional Insured): When required by written contract Additional Premium: INCL. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1.Any "occurrence" which takes place after you cease to be a tenant in that premises. 2.Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. COMMERCIAL GENERAL LIABILITY COVERAGE PART Insured Copy CG 20 15 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 POLICY NUMBER: OGLG46676725 COMMERCIAL GENERAL LIABILITY CG 20 15 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor) Your Products When required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Schedule of this endorsement which are distributed or sold in the regular course of the vendor's business.However: 1.The insurance afforded to such vendor only applies to the extent permitted by law; and2.If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B.With respect to the insurance afforded to these vendors, the following additional exclusions apply:1.The insurance afforded the vendor does not apply to: a."Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b.Any express warranty unauthorized by you; c.Any physical or chemical change in the product made intentionally by the vendor; d.Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e.Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f.Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g.Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Insured Copy Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 15 12 19 h."Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1)The exceptions contained in Subparagraphs d. or f.; or (2)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2.This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C.With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Insured Copy CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: OGLG46676725 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): When required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. This endorsement modifies insurance provided under the following: Insured Copy COMMERCIAL GENERAL LIABILITY CG 20 340413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT-AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART A Section II -Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Units Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less . This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations . CG 20 340413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Insured Copy COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T3 53 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT Page 1 of 4© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 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. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE – GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C. EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your POLICY NUMBER: HC2J-CAP-162D3822-TIL-23 COMMERCIAL AUTO CA T3 53 02 15Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. E.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F.HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7., Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. (ii)Neither you nor any other involved "insured" will make any settlement without our consent. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. COMMERCIAL AUTO CA T3 53 02 15 Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved. You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G.WAIVER OF DEDUCTIBLE – GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H.HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE : However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K.AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L.NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS : Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a)You (if you are an individual); (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany); (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". M.BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS : 5.Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by COMMERCIAL AUTO CA T3 53 02 15Page 4 of 4 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission. such contract. The waiver applies only to the person or organization designated in such contract. N.UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS : The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. ENDORSEMENT WC 00 03 13 (00) - POLICY NUMBER: EMPLOYERS LIABILITY POLICY AND WORKERS COMPENSATION WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 006 ONE TOWER SQUAREHARTFORD CT 06183 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED ORGANIZATION: DESIGNATED PERSON: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FROM WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER INCLUDING STATE OF CALIFORNIA, IT'S OFFICERS, AGENTS, AND EMPLOYEES. DATE OF ISSUE:PAGEST ASSIGN:OF Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. 01-13-22 1 1 UB-2R857672-23-I2-K ~ TRAVELERSJ , CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: OGLG46676725 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): When required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions:We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Insured Copy