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Home My WebLink AboutLSA Associates Inc; 2023-06-13; PSA23-2203TRANPSA23-2203TRAN City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR TAMARACK YARD ENVIRONMENTAL SERVICES LSA ASSOCIATES, 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 LSA Associates, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in environmental consulting services. B. Contractor has the necessary experience in providing professional services and advice related to environmental consulting services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A and B" which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above 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 be thirty-five thousand dollars ($35,000). No other compensation for the Services will be 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/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A 13th June PSA23-2203TRAN City Attorney Approved Version 12/28/2022 2 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, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor 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 balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A PSA23-2203TRAN City Attorney Approved Version 12/28/2022 3 will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A PSA23-2203TRAN City Attorney Approved Version 12/28/2022 4 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The 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. For City For Contractor Name Michael O'Brien Name Jaime Morales Title Public Works Superintendnet Title Project Manager Department Public Works Address 703 Palomar Airport Road City of Carlsbad Carlsbad, CA 92011 Address 405 Oak Ave. Phone No. 760-931-5471 Carlsbad, CA 92008 Email jaime.morales@lsa.net Phone No. 760-421-9158 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST 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: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A □ PSA23-2203TRAN City Attorney Approved Version 12/28/2022 5 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) 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. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A PSA23-2203TRAN City Attorney Approved Version 12/28/2022 6 Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, 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 the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. [signatures on following page] DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A PSA23-2203TRAN City Attorney Approved Version 12/28/2022 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California LSA ASSOCIATES, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Justin Cary, CFO (print name/title) By: (sign here) (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: _____________________________ Deputy City Attorney DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A PSA23-2203TRAN City Attorney Approved Version 12/28/2022 8 EXHIBIT “A” SCOPE OF SERVICES Contractor shall provide all labor, materials, and equipment to conduct a series of Environmental Consulting Services for the 2402 Tamarack Ave Project. Contracted services for the purpose of this project, as proposed by the Contractor on April 19, 2023, shall include, but not limited to, providing technical reports on the following conditions related to the Tamarack property: a biological resources survey and technical report; Cultural and archaeological resources (records) report; a site plan; Paleontological Resource Report; Technical Noise Assessment; Air Quality and Greenhouse Gas Analysis and a Phase I Environmental Site Assessment. Tasks Budget BIOLOGICAL RESOURCES Task 1: Biological Resources Survey and Technical Report $6,750 Task 2: Site Plan $500 Biological Resources Total $7,250 CULTURAL RESOURCES Task 3: Record Search $2,200 Task 4: Cultural Resource Field Survey $920 Task 5: Native American Monitoring $380 Task 6: Cultural Resource Technical Letter Report of Negative Findings $3,250 Cultural Resources Total $6,750 PALEONTOLOGICAL RESOURCES Task 7: Paleontological Resources Assessment and Technical Letter Report $4,700 Paleontological Resources Total $4,700 NOISE Task 8: Technical Noise Assessment $6,100 Noise Total $6,100 AIR QUALITY/CLIMATE CHANGE Task 9: Air Quality and Greenhouse Gas Analysis $5,800 Air Quality/Climate Change Total $5,800 PHASE I Task 10: Phase I Environmental Site Assessment $4,400 Phase I Total $4,400 GRAND TOTAL $35,000 DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A CARLSBAD CLOVIS IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 703 Palomar Airport Road, Suite 280, Carlsbad, California 92011 760.931.5471 www.lsa.net LSA is a business name of LSA Associates, Inc. April 19, 2023 Michael O’Brien Public Works Superintendent Public Works Branch City of Carlsbad 405 Oak Avenue Carlsbad, CA 92008 (760)434‐2996 Michael.Obrien@carlsbadca.gov Subject: Proposal for Environmental Consulting Services for the 2402 Tamarack Avenue Project in Carlsbad, California (LSA Proposal No. 20230623.P) Dear Mr. O’Brien: LSA is pleased to submit this proposal to you for environmental consulting services in support of the 2402 Tamarack Avenue Project (project) in Carlsbad, California. Specifically, LSA proposes to conduct a biological resources study, a cultural resources study, a paleontological resources study, a noise study, an air quality/greenhouse gas (GHG) study, and a Phase I environmental site assessment. To that end, LSA proposes the following scope of work. SCOPE OF WORK Biological Resources Task 1: Biological Resources Survey and Technical Report Prior to conducting the field survey, LSA will review the California Department of Fish and Wildlife California Natural Diversity Database, the California Native Plant Society database of rare plants, the Carlsbad Habitat Management Plan (HMP), and other appropriate sources to identify special‐status species or other resources with the potential to occur within, or in the vicinity of, the project study area. LSA will conduct a pedestrian survey of the entire project study area and map vegetation communities. LSA will use a field map containing a recent aerial photograph base overlaid with project‐level topographic data and study area boundaries to record vegetation communities on site, which will then be digitized using geographic information system (GIS) software. LSA will assess the potential for special‐ status species to occur on site. LSA will prepare a biological resources technical report in accordance with the HMP and City of Carlsbad Guidelines for Biological Studies. The report will address the biological resources present within the project study area, the relative sensitivity of any resources, proposed impacts to biological resources (including potential jurisdictional waters), and potential mitigation requirements for impacts to resources, if applicable. LSA will summarize the results of the database search along with other information obtained during the field survey in a table addressing the likelihood for any listed special‐ status species to occur within the subject property. Recommendations for further surveys or mitigation to avoid impacts to special‐status species will be included in the technical report. The budget for this task allows for analysis of impacts to biological resources for one conceptual design footprint provided by you or the design team on digital data. LSA will submit the draft biological resources report to you in electronic format for review. Upon completion of review and upon receipt of one set of consolidated PSA23-2203TRAN Exhibit "B" DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 2 comments, LSA will incorporate appropriate comments and finalize the report. The budget for this task allows for one round of revisions. Task 2: Site Plan LSA will prepare a site plan displaying property lines, driveway access, and site features, such as vehicle/trailer storage, spoil piles, locations of future spoil piles, dumpsters, and material storage locations. Cultural Resources Task 3: Record Search LSA will conduct an archaeological and historic resource review and literature search through the South Coastal Information Center (SCIC) of the California Historical Resources Information System at San Diego State University. The SCIC houses the pertinent archaeological site and survey information necessary to determine whether previously recorded archaeological resources are within the study area. The objectives of this archival research will be to (1) establish the status and extent of previously recorded sites, surveys, and excavations within and adjacent to the project area, and (2) note what type of sites might be expected to occur within the proposed project area based on existing data from archaeological sites within 0.5 mile of the project area. This proposal is based on negative results; that is, no cultural resources will be found in the project area during the record search or during monitoring. The cost of the SCIC record search is estimated as the combination of an hourly fee for initiation and as the actual (reimbursable/direct expense) of the record search, provided in the budget table below. The direct expense cost of the record search may be more or less than estimated and will not be known until the record search is conducted. LSA will bill the amount of the record search plus a 10 percent mark‐up and will provide the SCIC invoice. If the amount of the record search is more than estimated here, you will be notified. Task 4: Cultural Resource Field Survey LSA will conduct a systematic, on‐site pedestrian cultural resource survey to determine the presence of archaeological resources in the fill‐slope project area and immediate vicinity. Previously recorded resources within the project area, if any, will be field checked, and existing Department of Parks and Recreation (DPR) forms will be updated consistent with the guidelines established by the State Office of Historic Preservation. Newly identified sites will also be documented on DPR forms. In the event any resources are identified within the project area, LSA will notify you. Accuracy of the field survey is dependent on ground visibility. Dense vegetation may obscure the presence of archaeological resources during the survey that will become apparent during project‐related, ground‐disturbing activities. The cost of the survey includes applicable mileage. Survey costs are based on a one‐time project area visit with negative results. If cultural resources are found in the project area on the record search or during the survey, a budget augment will become necessary to update/record those resources. If resources are found, additional archaeological work may be necessary. Task 5: Native American Monitoring A Native American monitor is required for surface (survey) and any subsurface (excavation) archaeological investigations in San Diego County, including Carlsbad. For this reason, a Native American PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 3 monitor will need to be present during the field survey. This task includes the cost of a Native American monitor from the San Luis Rey Band of Mission Indians and mileage for the Native American monitor. Task 6: Cultural Resource Technical Letter Report of Negative Findings LSA will prepare a cultural resource technical letter report describing the methods and results of the record search and survey. This letter report will also include recommendations. If requested, LSA will prepare a more detailed report that is consistent with the guidelines of the Office of Historic Preservation’s Archaeological Resource Management Reports: Recommended Contents and Format (ARMR) that will contain an abstract (i.e., management summary and recommendations) and sections such as natural and cultural settings, methods, results, discussion, recommendations, references, and DPR forms. This scope of work assumes negative findings and preparation of a negative technical letter report. LSA anticipates one round of report review and responses to non‐conflicting comments. If findings are positive and/or an ARMR style report is required, or if more than one round of response to comments is necessary, a budget amendment will be necessary. Paleontological Resources Task 7: Paleontological Resources Assessment and Technical Letter Report In accordance with the requirements of the California Environmental Quality Act (CEQA) and the City of Carlsbad, a qualified paleontologist who meets the qualifications established by the Society of Vertebrate Paleontology will conduct a paleontological analysis to determine whether this project has the potential to impact paleontological resources. LSA will examine current geologic maps of the project area, review relevant geological and paleontological literature, and review project plans and ground disturbance information. LSA will also request a fossil locality search be conducted through the San Diego Natural History Museum (SDNHM) to determine the status and extent of known fossil localities within and near the project area. A pedestrian survey of the project area will be performed to note the sediments at the surface and whether any paleontological resources are present. The paleontologist will conduct the survey following paleontological industry best practices. The paleontologist will walk parallel, linear transects across flat, even terrain and opportunistically where access is limited due to pavement or other obstructions, observing the ground surface and sediments, and paying particular attention to excavated areas, rodent burrows, or other locations where material from the subsurface may be visible. The objectives of this background research are to determine which geologic units are present within the project area, whether those units are capable of producing paleontological resources, the types of paleontological resources that may occur in those deposits, their scientific significance, whether the project activities may impact those resources, and the appropriate methods to mitigate those impacts. LSA will document the results of the literature review, fossil locality search, and field survey in a paleontological resources technical letter report. This letter report will also discuss the potential for the project to impact paleontological resources and, if needed, include mitigation measures to minimize these impacts. This proposal includes one round of responses to minor comments (requiring 4 hours or less) from the City. For this proposal, LSA stipulates that no paleontological resources will be encountered during the field survey. However, if paleontological resources are encountered, tasks that may be necessary include, but are not limited to, recovery, laboratory preparation, completion of fossil locality forms, documentation, and curation into a museum repository. If paleontological resources are discovered, LSA will coordinate with you to develop the appropriate contract amendment prior to initiating any additional work. PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 4 Noise Task 8: Technical Noise Assessment LSA will prepare a technical noise assessment in a memorandum consistent with all the City’s applicable procedures and requirements consistent with the following scope of work. LSA will use the applicable local noise standards within the City’s Noise Guidelines to assess the potential impact of the operations on surrounding sensitive uses and determine if noise levels are in compliance with those standards. To determine the noise levels in the waste yard vicinity, both during daytime and nighttime hours, LSA will conduct one property‐line noise level measurement at the property line of the waste yard, and two property‐line noise level measurements at the surrounding residential uses. Each of these measurements will run continuously for a minimum of three complete days (24‐hour periods). LSA will review the results of the noise measurements to assess the potential exceedances of noise criteria within the City’s noise standards. Should impacts occur, recommendations to reduce operational noise will be provided. LSA will summarize the findings from the ambient noise monitoring and, if necessary, noise reduction recommendations, in comparison to City standards in a technical noise memorandum. LSA Senior Noise Staff will coordinate with City staff for up to 2 hours regarding any noise issues that may arise prior to, during, and after the analysis is complete. Additionally, this proposal assumes one revision to the memorandum associated with City comments. Lastly, this task includes one meeting lasting up to 2 hours for the Senior Noise Specialist with City staff to discuss the results of the analysis. Any coordination above and beyond the time specified within this task is considered out‐of‐scope and will require a budget augment. Air Quality/Climate Change Task 9: Air Quality and Greenhouse Gas Analysis LSA will prepare an Air Quality and GHG Analysis Memorandum to identify existing air quality conditions and potential air quality and GHG impacts resulting from the proposed project, consistent with San Diego County Air Pollution Control District’s (SDAPCD) guidelines. LSA will perform the following scope of work for this task. LSA will describe the existing regulatory framework for air quality, including existing air quality laws and regulations and the roles of the local agencies including the California Air Resources Board, the SDAPCD, and the City. LSA will calculate regional emissions of criteria air pollutants associated with long‐term operations from vehicle and truck trips with the California Emissions Estimator Model (CalEEMod). In addition, emissions associated with stationary sources, such as any on‐site energy consumption and landscaping equipment, will be estimated. Based on LSA’s understanding of the proposed project, the project is already in use and would not include construction activities. However, if the proposed project would include any construction activities, LSA would calculate construction emissions using CalEEMod. PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 5 According to State CEQA Guidelines Section 15183.5, if a project is consistent with an adopted qualified Greenhouse Gas Reduction Strategy that meets the standards, it can be presumed that the project would not have a significant greenhouse gas emission impact. The City’s Climate Action Plan (CAP) and CAP Amendment meet the requirements for a qualified Greenhouse Gas Reduction Strategy. As such, LSA will evaluate whether the proposed project would be consistent with the City’s CAP. LSA will also recommend mitigation measures to be consistent with the CAP, as necessary. LSA will review adopted plans related to clean air and the reduction of GHG emissions in the State of California, SDAPCD, and Carlsbad and determine the project’s consistency with these plans. LSA will identify, where necessary, practical mitigation measures to address any significant project or cumulative impacts. LSA will also identify mitigation measures designed to reduce the project’s short‐ term construction and long‐term air quality and GHG impacts to the extent feasible. Mitigation measures established by the SDAPCD for dust suppression will be identified to reduce construction impacts. Both an evaluation of the potential mitigation measures and a discussion of their effectiveness will be provided. This scope of work does not include an odor study, and any documentation related to odors should be provided to LSA. LSA will submit a digital copy of the draft Air Quality and GHG Analysis to the project team for review. Based on one set of comments, LSA will prepare a final Air Quality and GHG Analysis. Phase I Task 10: Phase I Environmental Site Assessment LSA subconsultant Ninyo & Moore will perform a Phase I Environmental Site Assessment (ESA) consistent with the ASTM International Standard Practice E 1527‐21 and the United States Environmental Protection Agency All Appropriate Inquiry rule. The scope of services under this task includes the following:  Review of lease and title records for the site, if provided by the client, to evaluate probable past site uses and their possible impact on the current environmental status of the site. The client is requested to provide a recent title report for the property, if available.  Review of readily available maps, environmental reports, and title records pertaining to the site, as provided by the client.  An interview with a site representative regarding the environmental status of the site.  A site reconnaissance to document potential hazardous materials handling, storage, and disposal practices and documentation of areas of potentially contaminated surficial soil or surface water, possible sources of polychlorinated biphenyls, underground and above‐ground storage tanks, and possible sources of contamination from activities at the site and adjacent properties. Features will be shown on a site map to be included in the report.  Review of federal, State, and local regulatory agency databases for the site and for properties within a specified radius of the site. PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 6  Review reasonable ascertainable local regulatory agency files for the site and adjacent properties. Requests will be made to the County of San Diego Department of Environmental Health and Quality and other agencies, as appropriate.  Review reasonably ascertainable historical documents, including aerial photographs and topographic maps, as appropriate.  Performance of a preliminary vapor encroachment screen using ASTM E 2600‐15 Standard Guide for Vapor Encroachment Screening on Property Involved in Real Estate Transactions to evaluate the potential vapor encroachment conditions.  Preparation of a Phase I ESA report documenting findings and providing opinions regarding possible environmental impacts at the site. BUDGET Table A details LSA’s budget for this scope of work. Table A: Budget Tasks Budget BIOLOGICAL RESOURCES Task 1: Biological Resources Survey and Technical Report $6,750 Task 2: Site Plan $500 Biological Resources Total $7,250 CULTURAL RESOURCES Task 3: Record Search $2,200 Task 4: Cultural Resource Field Survey $920 Task 5: Native American Monitoring $380 Task 6: Cultural Resource Technical Letter Report of Negative Findings $3,250 Cultural Resources Total $6,750 PALEONTOLOGICAL RESOURCES Task 7: Paleontological Resources Assessment and Technical Letter Report $4,700 Paleontological Resources Total $4,700 NOISE Task 8: Technical Noise Assessment $6,100 Noise Total $6,100 AIR QUALITY/CLIMATE CHANGE Task 9: Air Quality and Greenhouse Gas Analysis $5,800 Air Quality/Climate Change Total $5,800 PHASE I Task 10: Phase I Environmental Site Assessment $4,400 Phase I Total $4,400 GRAND TOTAL $35,000 LSA proposes to accomplish the above‐detailed tasks on a fixed‐fee basis. LSA will not exceed the above amount of $35,000 without prior written authorization. If you agree with the terms and provisions of this proposal, please sign and return it to LSA, or provide other written authorization to proceed. LSA will commence work upon receipt of the executed contract. PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA 4/19/23 (C:\Users\JMorales\OneDrive ‐ LSA Associates\Desktop\Proposals\2402 Tamarack Ave Proposal_Revised.docx) 7 Thank you for the opportunity to submit this proposal. If you have any questions or comments, please contact me at (760) 814‐7149 or jaime.morales@lsa.net. Sincerely, LSA Associates, Inc. Jaime Morales Associate/Senior Biologist THE ABOVE STATED TERMS ARE HEREBY ACCEPTED AND AUTHORIZED. CONSULTANT: CLIENT: LSA Associates, Inc. Company Company Authorized Signature Authorized Signature Name Name Title Title Date Date PSA23-2203TRAN Exhibit "B" (cont'd) DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A LSA DocuSign Envelope ID: 0E0B6D82-9C19-4779-9A66-AA282506EC6A ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE 9/30/2023 I DATE (MM/DD/YYYY) ~ 9/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Lockton Insurance Brokers, LLC CONTACT NAME: 777 S. Figueroa Street, 52nd Fl. PHONE I FAX IA/C No Extl: IA/C Nol: CA License #0F15767 E-MAIL Los Angeles CA 90017 ADDRESS: (213) 689-0065 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : The Continental Insurance Company 35289 INSURED LSA Associates, Inc. INSURER B : National Fire Insurance Co of Hartford 20478 1492002 20 Executive Park, Suite 200 INSURER c : Valley Forge Insurance Company 20508 Irvine CA 92614 INSURER D : Tokio Marine Specialty Insurance Company 23850 INSURERE : INSURERF : COVERAGES LSAAS0l CERTIFICATE NUMBER: 17532204 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n ••n,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS B X COMMERCIAL GENERAL LIABILITY y y 7015505648 9/30/2022 9/30/2023 EACH OCCURRENCE $ 1.000 000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES (Ea occurrence) X Cont. Liab. Incl. MED EXP (Any one person) $ 15.000 PERSONAL & ADV INJURY ~ s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2.000 000 Fl [K]PRO-D Loc PRODUCTS • COMP/OP AGG s 2,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY y y 7015505617 9/30/2022 9/30/2023 COMBINED SINGLE LIMIT s 1.000 000 IEa accident\ f-- X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx ~ OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx f--AUTOS ONLY f--AUTOS HIRED NON-OWNED iP~?~~c~Je':igAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY ~ ~ Comn./Coll. Ded s 1,000 A X UMBRELLA LIAB ~ OCCUR y y 7015505620 9/30/2022 9/30/2023 EACH OCCURRENCE s 5.000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s 5.000 000 DED I X I RETENTION s 10 000 $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH-C AND EMPLOYERS' LIABILITY 7015505603 ~CA) 9/30/2022 9/30/2023 X STATUTE ER B Y/N 7015505469 AOS) 9/30/2022 9/30/2023 1.000 000 ANY PROPRIETOR/PARTNER/EXECUTIVE Cm E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1.000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS below D Contractors Pollution & N N PPK2471137 9/30/2022 9/30/2023 $2,000,000 occ./$4,000,000 agg. Professional Liab. Ded. $50,000 retroactive date: 6/4/1976 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All work as required by written contract or agreement. City of Carlsbad is included as additional insured as respects to General Liability per attached endorsement. Primary and Non-Contributory Wording applies per attached endorsement. Cancellation provisions apply per the attached. Waiver of Subrogation applies on Workers Compensation, per the attached. CERTIFICATE HOLDER 17532204 City of Carlsbad/CMWD c/o EXlGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 NewYorkNY 10163-4668 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 7015505648 5 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A AttalfflTm>nrAmt,,-.---ft'Wfi~l-M'mm"TlfiFt--1hffl-'ffifil'r-t7'Tltifu.,.-r,s---fft-t'i~m\zt----------------------------, CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of' language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA/5079:XX (10-16) Page 1 of 2 Insured Name: Pohcy No: Endorsement No: Effective Date: CopyrightCNMIIRightsReserved. lncludescopyrightedmaterialoflnsuranceServicesOffice,lnc.,withitspermission. 7015505648 5 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Atta CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and . wih . . CNA75079XX (10-16) Page 2 of 2 Insured Name: Policy No: Endorsement No: Effective Date: CopyrightCNMIIRightsReserved. lncludescopyrightedmaterialoflnsuranceServicesOffice,lnc.,withitspermission. 7015505648 4 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Attamm=tf'ruf-p,----flJ;~ttffi--M,,;m,,--ffir---ti~1fl'T--fi'Tlif;-,.,rt,,----ffv-t~:o/nM---------------------------, CNA 3. This Paragraph J. also does not apply: CNA PARAMOUNT General Liability Extension Endorseme a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named lnsured'sacts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. for bodily injury or property damage included within the products-completed operations hazard; nor 3. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE CNA74879XX (1-15) Page 5 of 13 Insured Name: Policy No: Endorsement No: Effective Date: CopyrightCNAAIIRightsReserved. lncludescopyrightedmaterialoflnsuranceServicesOffice,lnc.,withitspermission. 7015505648 4 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A AttalfflTm>nrAmt,,-.---ft<Wfi~;---M'mm"TlfiFt--1hffl-'ffifil'r-t7'Tltifu.,.-r,s---fft-t'i~m\zt----------------------------, CNA CNA PARAMOUNT General Liability Extension Endorsement not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE -ELEVATORS A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE -ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS -COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1 ,000. limit. 19. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 20. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the Transfer Of Rights Of Recovery Against Others To Us Condition is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. (.;NA, .. ot'dAA {1-1!>) Page 13 of 13 Insured Name: t-'Ollcy No: Endorsement No: Effective Date: CopyrightCNMIIRightsReserved. lncludescopyrightedmaterialoflnsuranceServicesOffice,lnc.,withitspermission. 7015505648 17 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A AttalfflTm>nrAmt,,-.---ft'Wfi~~'mm"TlfiFt--1hffl-'ffifil'r-t7'Tltifu.,.-r,s---fft-t'i~m\zt----------------------------, CNA CNA PARAMOUNT Cancellation I Nonrenewal -California Wherever used in this endorsement: 1) Insurer means "we", "us", "our" or the "Company" as those terms may be defined in the policy; and 2) Named Insured means the first person or entity named on the declarations page; and 3) "Insureds" means all persons or entities afforded coverage under the policy. Any cancellation, nonrenewal or termination provisions in the policy are deleted in their entirety and replaced with the following: CANCELLATION AND NONRENEWAL A. CANCELLATION 1. The Named Insured may cancel the policy at any time. To do so, the Named Insured must return the policy to the Insurer or any of its authorized representatives, indicating the effective date of cancellation; or provide a written notice to the Insurer, stating when the cancellation is to be effective. 2. If the policy has been in effect for less than sixty (60) days and is not a renewal the Insurer may cancel the policy for any reason by mailing or delivering written notice to the Named Insured, at the last mailing address known to the Insurer, and the producer of record. The notice of cancellation will be provided at least sixty (60) days prior to the effective date of cancellation except that in the case of cancellation for nonpayment of premiums the notice will be given no less than ten (10) days prior to the effective date of the cancellation. 3. If the policy has been in effect for more than sixty (60) days or if it is a renewal, effective immediately, the Insurer may not cancel the policy unless such cancellation is based on one or more of the following reasons: a. Nonpayment of premium, including payment due on a prior policy issued by the Insurer and due during the current policy term covering the same risks. b. A judgment by a court or an administrative tribunal that the Named Insured has violated any law of this state or of the United States having as one of its necessary elements an act which materially increases any of the risks insured against. c. Discovery of fraud or material misrepresentation by either of the following: (1) The Named Insured or lnsured(s) or a representative of same in obtaining the insurance; or (2) The Named Insured or his or her representative in pursuing a claim under the policy. d. Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by the Named Insured or lnsured(s) or a representative of same, which materially increase any of the risks insured against. e. Failure by the Named Insured or lnsured(s) or a representative of same to implement reasonable loss control requirements which were agreed to by the Named Insured as a condition of policy issuance or which were conditions precedent to the use by the Insurer of a particular rate or rating plan, if the failure materially increases any of the risks insured against. f. A determination by the commissioner that the loss of, or changes in, the Insurer's reinsurance covering all or part of the risk would threaten the financial integrity or solvency of the Insurer. g. A determination by the commissioner that a continuation of the policy coverage would place the Insurer in violation of the laws of this state or the state of its domicile or that the continuation of coverage would threaten the solvency of the Insurer. h. A change by the Named Insured or lnsured(s) or a representative of same in the activities or property of the commercial or industrial enterprise which results in a material added risk, a materially increased risk or a materially changed risk, unless the added, increased, or changed risk is included in the policy. A notice of cancellation will be in writing and will be delivered or mailed to the Named Insured, at the last mailing address known to the Insurer, and the producer of record at least sixty (60) days prior to the effective date of cancellation. Where cancellation is for nonpayment of premium, notice shall be given no less than ten (10) days prior to the effective date of cancellation. CNM2Si4CA (12-is) Page 1 of 4 Insured Name: CopyrighlCNAAIIRightsReserved. Pohcy No: Endorsement No: Effective Date: 7015505648 17 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Atta CNA CNA PARAMOUNT Cancellation I Nonrenewal -California 4. The notice will state the actual reason for the cancellation. 5. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. PREMIUM REFUND If this policy is cancelled, the Insurer will send the Named Insured any premium refund due. If the Insurer cancels the refund will be pro rata. If the Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if the Insurer has not made or offered a refund. C. NONRENEWAL 1. The Insurer can non-renew the policy by giving written notice to the Named Insured, at the last mailing address known to the Insurer, and the producer of record at least sixty (60) days but not more than one hundred twenty (120) days before the expiration date. 2. The notice of nonrenewal will state the actual reason for nonrenewal. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. A notice of nonrenewal will not be required in any of the following situations: a. The transfer of, or renewal of, a policy without change in its terms or conditions or the rate on which the premium is based between insurers that are members of the same insurance group. b. The policy has been extended for ninety (90) days or less, if the notice required has been given prior to the extension. c. The Named Insured has obtained replacement coverage or has agreed, in writing, within sixty (60) days of the termination of the policy, to obtain that coverage. d. The policy is for a period of no more than sixty (60) days and the Named Insured is notified at the time of issuance that it may not be renewed. e. The Named Insured requests a change in the terms or conditions or risks covered by the policy within sixty (60) days prior to the end of the policy period. f. The Insurer has made a written offer to the Named Insured, within the prescribed time period, to renew the policy under changed terms or conditions or at a changed premium rate, where the increase is more than 25%. As used herein, "terms or conditions" includes, but is not limited to, a reduction in limits, elimination of coverages, or an increase in deductibles. 5. In the case of conditional renewal, failure of the Named Insured to satisfy conditions provided by the Insurer for renewal, by the expiration date of the policy or sixty (60) days after mailing or delivery of such notice, whichever is later, the conditional renewal shall be treated as an effective nonrenewal. D. CONDITIONAL RENEWAL 1. If the policy has been in effect for more than sixty (60) days or if the policy is a renewal, effective immediately no increase in premium, reduction in limits, or change in the conditions of coverage shall be effective during the policy period unless based upon one of the following reasons: a. Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards by the Named Insured or lnsured(s) which materially increase any of the risks or hazards insured against. b. Failure by the Named Insured or lnsured(s) to implement reasonable loss control requirements which were agreed to by the Insured as a condition of policy issuance or which were conditions precedent to the use by the Insurer of a particular rate or rating plan, if the failure materially increases any of the risks insured against. c. A determination by the commissioner that loss of or changes in an insurer's reinsurance covering all or part of the risk covered by the policy would threaten the financial integrity or solvency of the Insurer unless the change in the terms or conditions or rate upon which the premium is based is permitted. CNA62814CA {12-19) Page 2 of 4 Insured Name: CopyrightCNAAIIRightsReserved. Pohcy No: Endorsement No: Effective Date: 7015505648 17 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A AttalfflTm>nrAmt,,-.---ft'Wfi~~'mm"TlfiFt--1hffl-'ffifil'r-t7'Tltifu.,.-r,s---fft-t'i~m\zt----------------------------, CNA CNA PARAMOUNT Cancellation I Nonrenewal -California d. A change by the Named Insured or lnsured(s) in the activities or property of the commercial or industrial enterprise which results in a materially added risk, a materially increased risk, or a materially changed risk, unless the added, increased, or changed risk is included in the policy. 2. A written notice will be mailed or delivered to the Named Insured, at the last mailing address known to the Insurer, and the producer of record at least sixty (60) days prior to the effective date of any increase, reduction or change. 3. The notice will state the effective date of, and the reasons for, the increase, reduction or change 4. If notice is mailed, proof of mailing will be sufficient proof of notice. E. ADDITIONAL PROVISIONS 1. Solely with respect to coverage for real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit: a. The Insurer shall not cancel or refuse to renew such coverage existing on the date the Insurer elected to become an associate participating insurer after an offer of earthquake coverage is accepted solely because the insured has accepted that offer of earthquake coverage; and b. The Insurer shall not cancel such coverage unless the policy is properly canceled pursuant to Paragraph A above;and c. The Insurer may not cancel or non-renew this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, the Insurer shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. d. The following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. The Insurer may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons apply: i. The policy is terminated by the Named Insured; ii. The policy is refused renewal on the basis of sound underwriting principles that relate to the coverages provided by the policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; iii. The Commissioner of Insurance finds that the exposure to potential losses will threaten the solvency of the Insurer or place the Insurer in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which the Insurer makes claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least twenty-five percent (25%) for payment of those claims; or iv. The Insurer has lost or experienced a substantial reduction in the availability or scope of reinsurance coverage or a substantial increase in the premium charged for reinsurance coverage for its residential property insurance policies, and the Commissioner of Insurance has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in the Insurer's reinsurance position. e. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, the Insurer may not cancel or non-renew this policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. CNA628i4CA (12-iY) Page 3 of 4 Insured Name: CopyrightCNAAIIRightsReserved. Pohcy No: Endorsement No: Effective Date: 7015505648 17 Nat'l Fire Ins Co of Hartford 9/30/2022 LSA ASSOCIATES, INC. DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Atta CNA CNA PARAMOUNT Cancellation I Nonrenewal -California However, the Insurer may cancel or non-renew: (1) When the Named Insured has not paid the premium at any time and the Insurer lets the Named Insured know at least 10 days before the date cancellation takes effect; (2) If willful or grossly negligent acts or omissions by the Named Insured, or his or her representatives, are discovered that materially increase any of the risks insured against; (3) If losses unrelated to the post-disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or (4) If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable f. If this policy contains an exclusion barring coverage for the peril of corrosive soil conditions, the Insurer shall not cancel or refuse to renew the policy solely because corrosive soil conditions exist on the location. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA62814CA (12-19) Page 4 of 4 Insured Name: CopyrightCNAAIIRightsReserved. Policy No: Endorsement No: Effective Date: DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Attachment Code: D590976 Master ID: 1492002, Certificate ID: 17532204 CNA Business Auto Policy Policy Endorsement II EXTENDED COVERAGE ENDORSEMENT-BA PLUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABIL TY COVERAGE A. Who Is An Insured The following is added to SECTION II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability policy providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability policy providing auto coverage. 3. Any person or organization that you are obligated to provide Insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is afforded under this policy. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. Policy, as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings SECTION II, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and 2. In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day. C. Fellow Employee SECTION II, Paragraph B.5 does not apply. Form No: SCA 23 500 D (10-2011) Policy No: 7015505617 Endorsement Effective Date: Endorsement Expiration Date: 9/30/2023 Policy Effective Date: 9/30/2022 Endorsement No: 15; Page: 1 of 5 Policy Page: 66 of 92 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 e Insurance Services Office, Inc., used with its permission. II DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Attachment Code: D590990 Master ID: 1492002, Certificate ID: 17532204 CNA Business Auto Policy Policy Endorsement II ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREEMENT TO NAME AS AN ADDITIONAL INSURED. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II -LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX (10-2012) Endorsement Effective Date: 06/03/2021 Endorsement Expiration Date: Endorsement No: 30; Page: 1 of 1 Undeiwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Policy No: 7015505617 Policy Effective Date: 9/30/2022 II DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Attachment Code: D591616 Master ID: 1492002, Certificate ID: 17532204 CNA Business Auto Policy Policy Endorsement II WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: LSA ASSOCIATES, INC. Endorsement Effective Date: 9/30/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule if not shown above will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. orm No: CA 04 44 10 13 Policy No: 7015505617 ndorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 9/30/2022 ndorsement No: 17; Page: 1 of 1 nderwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 II DocuSign Envelope ID: 0E0B6DB2-9C19-4779-9A66-AA282506EC6A Attachment Code: D590979 Master ID: 1492002, Certificate ID: 17532204 CNA Workers Compensation And Employers Liability Insurance Policy Endorsement II BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One -Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE -Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. orm No: G-19160-B (11-1997) ndorsement Effective Date: Endorsement No: 2; Page: 1 of 1 Endorsement Expiration Date: 9/30/2023 Policy No: 7015505603 (CA) Policy Effective Date: 9/30/2022 Policy Page: 32 of 46 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 II DocuSign Envelope ID: 0E0B6D82-9C19-4779-9A66-AA282506EC6A Attachment Code: D593314 Master ID: 1492002, Certificate ID: 17532204 CNA CNA Paramount Excess and Umbrella Liability Policy D. Coverage D -Key Employee Exclusions With respect to Coverage D -Key Employee, this insurance does not apply to any actual or 1. Death or Disability death or permanent disability of a key employee relating to, or arising out a. nuclear reaction or radiation or radioactive contamination, however caused; b. sickness or disease, including mental illness or mental injury; c. pregnancy, childbirth, miscarriage or abortion; d. suicide, attempted suicide or self inflicted bodily injury, while sane or insane; e. the key employee's intoxication, impairment or otherwise being under the influence of alcohol or controlled substances; f. war, including undeclared or civil war; g. warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or h. insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 2. Other Expenses a. expenses the Named Insured incurs which the Named Insured would not have incurred if the i. find a permanent replacement for the key employee; and ii. reduce or discontinue the key employee replacement expense; as soon as possible after the Named lnsured's permanent loss of the services of the key employee caused by a covered accident. b. additional expenses incurred due to the Named lnsured's loss of the services of a permanent replacement appointed or hired to replace a key employee, however caused. However, this exclusion does not apply if the replacement employee is included in the definition as a key employee and the Named lnsured's loss of the services of the replacement employee is caused by a covered accident. IV. WHO IS AN INSURED The following persons or organizations are Insureds. A. With respect to Coverage A-Excess Follow Form Liability, the Named Insured and any persons or organizations included as an insured under the provisions of underlying insurance are Insureds, and then B. only for the same coverage, except for limits of insurance, afforded under such underlying insurance. 1. If the Named Insured is designated in the Declarations of this Policy as: a. an individual, the Named Insured and the Named lnsured's spouse are Insureds, but only with respect to the conduct of a business of which the Named Insured is the sole owner. b. a partnership or joint venture, the Named Insured is an Insured. The Named lnsured's members, the Named lnsured's partners, and their spouses are also Insureds, but only with respect to the conduct of the Named lnsured's business. Form No: CNA75504XX (03-2015) Policy Page: 14 of 32 Policy No: 7015505620 Policy Effective Date: 9/30/2022 Policy Page: 27 of 54 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. DocuSign Envelope ID: 0E0B6D82-9C19-4779-9A66-AA282506EC6A Attachment Code: D593314 Master ID: 1492002, Certificate ID: 17532204 CNA CNA Paramount Excess and Umbrella Liability Policy C. c. a limited liability company, the Named Insured is an Insured. The Named lnsured's members are also Insureds, but only with respect to the conduct of the Named lnsured's business. The Named lnsured's managers are Insureds, but only with respect to their duties as the Named lnsured's managers. d. an organization other than a partnership, joint venture or limited liability company, the Named Insured is an Insured. The Named lnsured's executive officers and directors are Insureds, but e. only with respect to their duties as the Named lnsured's officers or directors. The Named lnsured's stockholders are also Insureds, but only with respect to their liability as stockholders. a trust, the Named Insured is an Insured. The Named lnsured's trustees are also Insureds, but 2. Each of the following are also Insureds: a. The Named lnsured's volunteer workers but only while performing duties related to the conduct of the Named lnsured's business. b. The Named lnsured's employees, other than either the Named lnsured's executive officers (if the Named Insured is an organization other than a partnership, joint venture or limited liability company) or the Named lnsured's managers (if the Named Insured is a limited liability company), but only for acts within the scope of their employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business. However, none of these employees or volunteer workers are Insureds for: i. bodily injury or personal and advertising injury: (a) to the Named Insured, to the Named lnsured's partners or members (if the Named Insured is a partnership or joint venture), to the Named lnsured's members (if the Named Insured is a limited liability company), to a co-employee while in the course of his or her employment or performing duties related to the conduct of the Named lnsured's business, or to the Named lnsured's other volunteer workers while performing duties related to the conduct of the Named lnsured's business; (b) to the spouse, child, parent, brother or sister of that co-employee or volunteer worker as a consequence of paragraph (i)(a) above; (c) for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraph i. (a) or (b) above; or (d) arising out of his or her providing or failing to provide professional health care services. ii. property damage to property: (a) owned, occupied or used by; (b) rented to, in the care, custody or control of, or over which physical control is being the Named Insured, any of the Named lnsured's employees, volunteer workers, any partner or member (if the Named Insured is a partnership or joint venture), or any member (if the Named Insured is a limited liability company). With respect to the Coverage C -Crisis Event Management and the Coverage D -Key Employee, the V. LIMITS OF INSURANCE A. Multiple Insureds, claims, claimants The limits of insurance shown in the Declarations of this Policy and the rules below fix the most Form No: CNA75504XX (03-2015) Policy No: 7015505620 Policy Page: 15 of 32 Policy Effective Date: 9/30/2022 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 28 of 54 © Copyright CNA All Rights Reserved. DocuSign Envelope ID: 0E0B6D82-9C19-4779-9A66-AA282506EC6A Attachment Code: D593314 Master ID: 1492002, Certificate ID: 17532204 in rem in personam DocuSign Envelope ID: 0E0B6D82-9C19-4779-9A66-AA282506EC6A Attachment Code: D592968 Master ID: 1492002, Certificate ID: 17532204 CNA CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur 3. Cooperation With respect to both Coverage A -Excess Follow Form Liability and Coverage B -Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph 0. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that norC!'nn nr-ontih,• then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or s. its authorized representative. In Rem Actions A quasi action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were T. against the Named Insured. Separation of Insureds 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. TransfeY.of Interest Form No: CNA75504XX (03-2015) Policy Page: 21 of 32 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Policy No: 7015505620 Policy Effective Date: 9/30/2022 Policy Page: 34 of 54 DocuSign Envelope ID: OE0B6D82-9C19-4779-9A66-AA282506EC6A Attachment Code: D592969 Master ID: 1492002, Certificate ID: 17532204 CNA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission w. Based on Insurer's reliance on the Named lnsured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named lnsured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web-sites, only that part of a web-site that is about the Named lnsured's goods, products or Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named lnsured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. A. suit; or Form No: CNA75504XX (03-2015) Policy No: 7015505620 Policy Page: 22 of 32 Policy Effective Date: 9/30/2022 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 35 of 54 © Copyright CNA All Rights Reserved.