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HomeMy WebLinkAboutCarlsbad Aquafarms Inc; 2023-06-13; AGP2022-041 GRANT AGREEMENT FOR AGRICULTURAL CONVERSION MITIGATION FEE PROGRAM (AGP 2022-04) Carlsbad Aquafarms, Inc. This agreement, is made on the day of , 2023, by Carlsbad Aquafarms, Inc., hereinafter referred to as “Grantee,” and the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as “City” (the “Agreement.”) City, as Grantor, agrees to provide Grantee the Grant funds awarded to Grantee by City Council Resolution No. 2023-068 in an amount not to exceed two-hundred thirty thousand dollars ($230,000) (“Grant.”) The purpose of the Grant is to provide funds to Grantee for the project outlined in the Agreement Scope attached as Exhibit “A” (“Agreement Scope”). Project Title: AGP 2022-04 - Living Shoreline Restoration Project The grant provided herein is comprised of public funds. These funds are collected in accordance with the Carlsbad Municipal Code Title 21 Zoning – Chapter 21.202.60.D. Agricultural Conversion Mitigation Fee and Expenditure Plan. To ensure that the public funds are used for a public purpose, in accordance with the law, the City and Grantee hereby agree to the following terms. TERMS AND CONDITIONS OF GRANT 1. TERM. The term of this Agreement shall mean the period commencing on the execution date of this Agreement and expiring on March 7, 2026. The term of this Agreement may be extended by mutual written agreement of the parties. The parties will prepare a written amendment indicating the effective date and length of extended Agreement. 2. USE OF AGRICULTURAL CONVERSION MITIGATION FEE GRANT FUNDS. a. Grant funds are to be disbursed as outlined in this Agreement in consideration of and on condition that the sum be expended in carrying out the purpose as set forth in the Agreement Scope and under the terms and conditions set forth in this Agreement. Grantee agrees to assume any obligation to furnish any additional funds that may be necessary to complete the Agreement Scope. b. In accordance with the Agreement Scope and the City Council approval dated March 7, 2023, all grant funds are to be used by March 7, 2026. Any extension of fund use must be requested in writing at least 30 days prior to the end of the original agreement or sooner to allow time for written amendment and approval in writing by City. 3. CONDITIONS OF FUNDING AND DISBURSEMENT. City shall have no obligation to provide the Grant proceeds or to make any subsequent disbursement of Grant proceeds, and may seek reimbursement of Grant proceeds, if any of the following requirements are not fully satisfied: a. Grantee shall use grant funds to implement the Agreement Scope, including using the Grant funds to only cover expenditures for programs and services incurred during the Agreement Scope dates and under the terms and conditions of this Grant Agreement. b. Grantee shall complete all work in accordance with Agreement Scope. Grantee shall notify the City of events or proposed changes that could affect the Agreement Scope. c. The Grantee shall be responsible for the performance of the work, as set forth herein, and for the preparation of reports required by this Agreement. d. Before Grantee makes any material changes to the Agreement Scope, Grantee will inform City Staff in writing at least 30 calendar days prior to implementing said change. City may request DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 13th June 2 documentation to support the change, and Grantee agrees to submit to the City, in writing, the proposal requesting modifications to the Agreement Scope. Grantee shall make no material changes to the Agreement Scope unless and until City formally approves the Grantee’s request in writing. e. Grantee shall provide full and timely information to the City to update staff on programs and include naming the City in any publications and/or social media, whether in digital or print format, as opportunities arise. f. Grantee shall retain all records and supporting documentation, including expenditure receipts, applicable to the Agreement Scope and this Agreement for a period of five (5) years, and make all records and supporting documentation readily available, upon request, for inspection and/or audit by representatives of the City. g. City will provide Grantee a W9 Form “Request for Taxpayer Identification Number and Certification” which must be signed by Grantee and returned to the City before agreement is executed. 4. RETURN OF GRANT FUNDS. If City determines that Grantee has failed to comply with the terms and conditions of this Grant Agreement without prior written approval by the City, then, upon demand by the City, Grantee agrees to return to the City the amount requested by the City, up to and including an amount equivalent to the full Grant award. Failure of the Grantee to comply with the terms of this Agreement shall not be the cause for return of Grant funds if, in the judgement of the City, such failure was due to no fault of the Grantee. In such case, any amount required to settle, at minimum cost, any irrevocable obligations properly incurred shall be eligible to be paid by Grant funds. However, if, due to a local health order, Grantee is unable to complete all events or requirements of the Agreement Scope, Grantee may be required to return up to the full amount of the award or a prorated amount based on the percentage of the work completed. 5. REQUIRED REPORTS. Failure to complete the following reports may render the recipient ineligible to receive the full and final payment of the Grant award. a. A progress report must be included with each funding disbursement request, or annually from the date the agreement is executed. b. A final report must be submitted to the City no later than thirty (30) calendar days after the Agreement Scope end date. Grantees in noncompliance with the above reporting requirements agree to return some or all of the initial Grant payment if requested by the City. Additionally, if Grantee is found to be in noncompliance, Grantee agrees that for the year immediately following a determination of noncompliance, Grantee shall be ineligible to receive any new grants from the City. 6. DISBURSEMENT OF GRANT FUNDS. The Grant amount to be provided to the grantee, under this Agreement, may be disbursed as follows: a. In accordance with the funding disbursement schedule of the Agreement Scope. b. Any requests for reimbursement must include applicable back-up documentation. 7. PROJECT CANCELLATION. a. If a Grantee wishes to cancel a Project at any time, Grantee shall notify the City in writing within fifteen (15) calendar days of the decision to cancel and Grantee, at the time it provides the City with notice of cancellation, shall return all Grant funds to the City. b. In the event an approved Agreement Scope cannot be completed for any reason, and if Grant funds were disbursed to Grantee, Grantee agrees to return all Grant funds to the City forthwith. DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 3 8. PROJECT MODIFICATION OR TERMINATION. a. Grantee may unilaterally rescind this Agreement at any time prior to the commencement of the Project, or prior to first disbursement of funds. After Project commencement, as outlined in the Agreement Scope, or disbursement of Grant funds, this Agreement may be rescinded, modified or amended only by mutual agreement, in writing, of both the City and Grantee. b. Any changes, whether planned or unanticipated to the Project, including changes due to a local health order must be submitted to City at least seven (7) calendar days before implementation of the change. Proposed modifications will be reviewed on a case-by-case basis, and the City's Housing & Homeless Services Director or designee will notify Grantee in writing whether the proposed changes are approved. 9. LOSS OF GRANT. At the discretion of the City, the following actions may result in a loss of all or in part of any Grant amount allocated to the Grantee: a. A Grantee fails to enter into a signed Agreement with the City within thirty (30) calendar days of receipt of the Agreement. b. Activities associated with Grantee occur that do not align with activities described in the Agreement Scope, including, but not limited to, reduction in services, significant alteration of Agreement Scope elements, such as performers, artists or attendees, or significant changes in budget income, expenses or line-item designations from Grantee’s budget, included in the Agreement Scope. c. A Grantee withdraws or terminates the Agreement Scope. d. A Grantee fails to complete the Agreement Scope and/or fails to submit all required reports and/or documentation before March 7, 2026. 10. COVENANT AGAINST DISCRIMINATION. Grantee will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. Grantee agrees that neither it nor its agents shall discriminate against any clients, prospective clients, employees, prospective employees, contractors, or prospective contractors on the basis of race, color, religion, sex, national origin, age, disability or familial status. 11. NOTICES. a. The names and addresses of the persons who are authorized to give written notices to receive written notice on behalf of City and on behalf of Grantee under this Agreement. b. 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. For Grantee: For City: Carlsbad Aquafarms, Inc. City of Carlsbad Thomas Grimm, Chief Exective Officer Housing & Homeless Services 4660 Carlsbad Boulevard Nicole Piano-Jones, Senior Program Manager Carlsbad, CA, 92008 1200 Carlsbad Village Drive Email: thomas@carlsbadaquafarm.com Carlsbad, CA 92008 nicole.pianojones@carlsbadca.gov 12. INDEMNIFICATION. Grantee hereby agrees to defend, indemnify, and hold free and harmless the City, its officers, officials, employees and volunteers from and against any and all claims, damages, losses, costs (including but not limited to attorney's fees) and liabilities of any kind arising directly or indirectly out of, or related in any way whatsoever to the provision of Grant proceeds. DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 4 13. NO PARTNERSHIP OR JOINT VENTURE. The relationship between City and Grantee is solely that of Grantor and Grantee. Under no circumstances shall City and Grantee be deemed to be partners or involved in a joint venture. 14. MODIFICATIONS. This Agreement may not be modified or amended except by written document executed by a duly authorized representative of both the City and the Grantee. 15. GOVERNING LAW. This Agreement shall be construed in accordance with and be governed by the laws of the State of California. Venue, in the event of a dispute, shall be in the North San Diego County Superior Court. 16. SEVERABILITY. In the event that any provision or clause of this Agreement conflicts with applicable law, such conflict shall not affect other provisions of this Agreement, which can be given effect without the conflicting provision. To this end, the provisions of this Agreement are declared to be severable. 17. DRAFTING AMBIGUITIES. Grantee understands that it is aware that it has the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek advice of counsel with respect to this Agreement is a decision which is the sole responsibility of Grantee. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which either Party participated in the drafting of this Agreement \\\ \\\ DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 5 18.SIGNING AUTHORITY. The representative for each Party signing on behalf of a corporation, partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties hereto harmless if it is later determined that such authority does not exist. GRANTEE, Carlsbad Aquafarms, Inc. CITY OF CARLSBAD, a municipal corporation of the State of California *By:By: (1st signature here) Scott Chadwick, City Manager (Print name/Title) ATTEST: (Date) **By: (2nd signature here) Sherry Freisinger, City Clerk (Print name/Title) (Date) If required by City, proper notary 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: For CINDIE K. McMAHON, City Attorney By: ____________________________ Ron Kemp, Senior Assistant City Attorney DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 Thomas Grimm ceo 6/5/2023 6 EXHIBIT “A” AGREEMENT SCOPE PROJECT SUMMARY Sea level is projected to rise over 70 inches in California by the end of this century. This puts low-lying shorelines and coastal wetlands at risk of flooding and erosion. "Living shorelines" are coastal restoration methods that combine the use of living and structural materials to stabilize shorelines, preserve natural processes and habitats as a natural solution to mitigate the impact of rising sea levels. Our project targets the restoration of the native Olympia oysters, and native Eelgrass, as a Living Shoreline solution in Carlsbad. Our project will apply living shoreline techniques to provide shoreline protection for Agua Hedionda Lagoon shorelines and greater ecological benefits than traditional shoreline stabilization techniques. Our project is designed to protect, enhance and restore habitat forming species impacted by climate change, to increase their resiliency to future changes and preserve the ecosystem benefits they provide. Oyster beds and eelgrass meadows deliver ecosystem benefits that include providing habitat and foraging grounds for a diverse community of fish, invertebrate and bird species, improving water quality, cycling nutrients, sequestering carbon, stabilizing sediments and attenuating wave energy. A central aspect of our project is to increase community awareness by directly involving the community in the restoration process. There is a need in Carlsbad to increase awareness of critical habitat-forming species and showcase the benefits offered to the Agua Hedionda Lagoon's wildlife, the local community, and the city's tourism industry. Our restoration program will engage community volunteers. We will draw upon the volunteer base, support and interest generated from past volunteer projects to expand the project's impact in Carlsbad. Through our project's methodical experimental design, we will examine important questions to inform future living shoreline projects including habitat provisioning, water quality impacts and shoreline stabilization. Our monitoring team, led by marine biologists, ecologists, seasoned oyster farmers and environmental engineers, will address these challenges through an open, inclusively, multidisciplinary approach. The project is divided into three categories: I Project planning, II Restoration and Ill Project Monitoring I. Project planning: (1) project design and monitoring plan, (2) purchase monitoring supplies, (3) pre- restoration surveys, (4) obtain permits, (5) purchase restoration supplies, (6) recruit and train volunteers and engage the public II. Restoration: (7) complete oyster reef and bed restoration and (8) eelgrass meadow restoration with volunteer participation. Oyster beds will be constructed by adding dead oyster shell to the mudflat, which increases the amount of habitat available for larval oysters to settle to build up sustainable adult populations. Eelgrass beds will be planted using eelgrass collected from donor sites and replanted. Task deliverables include the construction of approximately 1,200 square meters of oyster bed habitat, and transplantation of 2,300 square meters of eelgrass habitat per year, to complete a total of 3,500 square meters of restored habitat. Over time, it is anticipated that the oyster beds, reefs and eelgrass meadow habitat will exceed original amount constructed. III. Post-restoration monitoring: (8) perform post-restoration monitoring and sample processing and (9) data analysis / final reporting. Task deliverables include progress and data reports, a final project report, and communication of results to the restoration community and the general public via conference presentations, publications, social media, dedicated website, media coverage and a short documentary about the project. DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 7 FINANCIAL RESOURCES/BUDGET Task City of Carlsbad ACMF FUNDS In-kind match Total Cost 1 Project Design $19,700.00 $7,500.00 $27,200.00 2 Monitoring Plan $9,000.00 $3,500.00 $12,500.00 3 Monitoring supplies $7,500.00 0 $7,500.00 4 Pre-restoration monitoring $18,600.00 0 $18,600.00 5 Obtain Permits and permissions $3,000.00 $1,200.00 $4,200.00 6 Restoration supplies $26,960.00 0 $26,960.00 7 Volunteer recruitment /training $16,000.00 $1,200.00 $17,200.00 8 Oyster restoration (+ volunteers) $11,200.00 $1,100.00 $12,300.00 9 Eelgrass restoration (+volunteers) $13,330.00 0 $13,330.00 10 Post-restoration monitoring $12,600.00 0 $12,600.00 11 Data analysis and final reporting $6,010.00 0 $6,010.00 12 Project Management $11,000.00 $3,500.00 $14,500.00 13 Dedicated website/ Online Media $4,500.00 $1,500.00 $6,000.00 14 Videography $3,500.00 0 $3,500.00 15 Drone video and editing $2,500.00 1,500,00 $4,000.00 16 Video, photography editing $3,200.00 1,800.00 $5000.00 17 Onsite Exhibits and Signage $4,550.00 0 $4550.00 18 Volunteer shirts and hats $3,500.00 0 $3,500.00 19 Print materials (incl. layout/ design) $2,900.00 0 $2900.00 20 Boat and Barge+ gas/diesel $2,500.00 $1,500.00 $4000.00 21 Truck and forklift+ gas/propane $1,550.00 $300.00 $1,850.00 22 Setting tanks for oyster spat $1,250.00 $1,250 $2,500.00 23 Coir (coconut husk rope) $1,100.00 0 $1,100.00 24 Portland Cement+ mixer $750.00 0 $750.00 25 Collecting cleaning oyster shells $3,200.00 $1,200.00 $4,400.00 26 Collecting, breeding Olympia oysters $4,700.00 $1,300.00 $6,000.00 27 Spat setting tank prep & management $3,850.00 $500.00 $4,350.00 28 Oyster Husbandry Lab Equipment $1,550.00 $1,700.00 $3,250.00 Subtotal $200,000.00 $29,050.00 $230,550.00 29 15% Contingency $30,000.00 $4,357.50 $34,582.50 Total $230,000.00 $33,407.50 $265,132.50 DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 8 TIMELINE DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 No. Task or Milestone Completion Date Status Lead Person 1 Final Project Design and Jan 30, 2023 Completed Thomas Monitoring Plan Grimm 2 Purchase monitoring supplies Feb 28, 2023 Completed Matt Steinke 3 Creation of dedicated project Ongoing th rough Currently in development Scott website -Site management December 2025 Pescheret 4 Pre-restoration monitoring Jan 30, 2023 Ongoing since January 2023 Kathryn Schubel 5 Obtain Permits and Jan 30, 2023 Ongoing since January 2023 Thomas permissions Grimm 6 Purchase restoration supplies Feb 28, 2023 Ongoing since February 2023 Matt Steinke 7 Volunteer recruitment and Ongoing through Ongoing since January 2023 Oliva outreach 2025 Marable 8 Complete oyster restoration June 30, 2023 Ongoing since January 2023 Matt with volunteer participation Steinke 9 Design and production of March 30, 2023 Currently in development Thomas graphic exhibits and signs Grimm 10 Start project documentation Ongoing through Currently in development Jackson including Video and Photo 2025 Fleming 11 Start eelgrass restoration July 31, 2023 Currently in development Matt with volunteer participation Steinke 12 Pre-and post-restoration Annually through Currently in development Kathryn monitoring December 2025 Schubel 13 Project documentary Video Sept 30, 2023 Currently in development Jackon Production/Media Release/ Fleming oost on website 14 Data analysis and final Dec 31, 2024 Project data collection currently Thomas reporting underway Grimm - 9 DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 TIMELINE -Agua Heclionda Lagoon Living Shorelines Project 2023 2024 2025 2026 2027 eo t :... eo t 6, eo t .. gi ... 6, eo t 6, ., i:: E ~ i:: E i:: E ., E i:: E TASKS .§. E ol ~ .§. E ol E .§. E ol E ·;:: E ol E ·;:: E ol E ::, J.L. ::, J.L. j ::, J.L. j 0.. ::, u.. j 0.. ::, J.L. j CIJ 00 CIJ 00 CIJ 00 Cl) 00 Cl) 00 Final Project Design and Monitoring Plan Purchase Monitoring Supplies Conduct Pre-and Post- Restoration Monitoring - Process collected samples I I I Obtain pennits Purchase Restoration Supplies Development, launch and maintain project website Volunteer Recruitment and Outreach Oyster Restoration Video and photography docun1entation Eelgrass Restoration Data analysis/ Reporting Carlsbad Aquafarm 4600 Carlsbad Blvd Carlsbad, CA 92008 April 11, 2023 Resolution: Be it resolved that CEO Thomas Grimm of Carlsbad Aquafarm has the Carlsbad Aquafarm Board of Director’s endorsement to implement, oversee, and manage the financial and operational control of the Living Shore Restoration Project in the Hedionda Lagoon. Sincerely, Donald Foster Chairman of the Board DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 05/24/2023 Summer Agency Insurance Brokers, Inc. 1530 W Whittier Blvd La Habra, CA 90631 License #: 0K07568 Dana Klug (562)690-9770 (562)690-9771 dk@summergroup.net 00043753-1397778 20 Carlsbad Aquafarms, Inc. 4600 Carlsbad Blvd Carlsbad, CA 92008-4301 Covington Specialty Insurance Company A Y VBA911875 00 04/09/2023 04/09/2024X X X 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Mercury Casualty Company 38342 B BA040000053971 07/23/2022 07/23/2023 X 300,000 Covington Specialty Insurance Company A VBA911875 00 04/09/2023 04/09/2024Property Section Bus. Income/EE $100,000 Covington Specialty Insurance Company A VBA911875 00 04/09/2023 04/09/2024Property Section Personal Property $85,000 Certificate holder as additional insured with respect to general liability per endorsement CG2010 attached. City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 (DEK) Printed by DEK on 05/24/2023 at 02:57PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 POLICY NUMBER: VBA911875 00 COMMERCIAL GENERAL LIABILITY CG 2010 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person{s) 1 o ars a 1200 Carlsbad Village Drive Carlsbad, CA 92008 ocaIon e Additional Insured shown in the schedule of this endorsement Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location{s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project {other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG20101219 © Insurance Services Office, Inc., 2018 Page 1 of2 □ DocuSign Envelope ID: 2AB08068-D293-409E-B946-57742F3416E4 C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG20101219 © Insurance Services Office, Inc., 2018 Page 2 of2 □