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HomeMy WebLinkAboutASM Affiliates; 2023-07-17; PSA24-2215UTILPSA24-2215UTIL General Counsel Approved Version 5/25/2023 1 AGREEMENT FOR D4 RECYCLED WATER RESERVOIR CONSTRUCTION SITE ARCHAEOLOGICAL AND NATIVE AMERICAN MONITORING SERVICES WITH ASM AFFILIATES THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2023, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, ("CMWD"), and ASM Affiliates, a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in cultural and archaeological monitoring. B. Contractor has the necessary experience in providing professional services and advice related to cultural and archaeological monitoring. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", 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 two hundred ten (210) working days from the date first above written. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 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 shall not exceed fifty-one thousand nine hundred ninety-four dollars and seventy-five cents ($44,024.75). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 17th July PSA24-2215UTIL General Counsel Approved Version 5/25/2023 2 6. [INTENTIONALLY OMITTED] 7. 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 10. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to indemnify, defend and hold harmless CMWD and the City of Carlsbad, their officers, officials (elected and appointed), employees and volunteers from and against all claims, damages, losses and expenses including attorneys’ fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. 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 DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 3 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. 12.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 12.1.1 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. 12.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 12.1.4 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. 12.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 4 12.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 13. 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. 14. 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 CMWD 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. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 17. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Neil Irani Name Shelby Castells Title Utilities Associate Engineer Title Director Carlsbad Municipal Water District Address 7710 Balboa Ave., Suite 303 Address 5950 El Camino Real San Diego, CA 92111 Carlsbad, CA 92008 Phone 760-688-9284 Phone 442-339-2305 E-mail scastells@asmaffiliates.com DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 5 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. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Yes ☐ No ☒ 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 6 to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering sixty (60) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 25. 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. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 7 27. 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. 28. 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. If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: _____________________________ Deputy General Counsel CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad ASM AFFILIATES, a California corporation By: By: (sign here) Vicki Quiram, General Manager, as authorized by the Executive Manager Robert Rechtman, President & CEO (print name/title) By: (sign here) David Mayes, CFO (print name/title) DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 PSA24-2215UTIL General Counsel Approved Version 5/25/2023 8 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 Proposal to Conduct Archaeological and Native American Monitoring Recycled Water Segment III Expansion Project City of Carlsbad, San Diego County, California July 7, 2023 Prepared by: ASM Affiliates 7710 Balboa Ave., Suite 303 San Diego, CA 92111 Prepared for: City of Carlsbad Neil Irani, Associate Engineer 5950 El Camino Real Carlsbad, CA 92008 ___________________ Shelby Castells, M.A., RPA Director scastells@asmaffiates.com PSA24-2215UTIL Exhibit "A" DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 ASM Archaeology• Architectural History• History• Ethnography• GIS Project Introduction ASM Affiliates, Inc. (ASM) will conduct archaeological and Native American monitoring services for the Recycled Water Segment III Expansion Project. We understand the City of Carlsbad has requested the monitoring during construction of the D-4 reservoir. All services will be provided in accordance with the CEQA and managed by ASM’s archaeologists, architectural historians, and/or historians who exceed the Secretary of the Interior’s Professional Qualification Standards. All services will be provided on a not to exceed basis after receipt of signed contract. This proposal shall remain valid for 45 days from today’s date. Scope of Work Project Kickoff – ASM’s archaeological and Native American monitor will attend one preconstruction meeting prior to the start of grading/excavation activities. Field Monitoring - ASM will provide a qualified archaeological monitor and Native American monitor to be on site to observe construction activities and identify any cultural deposits that may be uncovered during construction for up to 25 days (20 days of pipeline trenching/5 days of tank pad excavation). Each workday has a minimum of a 4-hour charge, and there is also a 4-hour minimum charge (a show up charge) if work is cancelled for the day without prior notification. Should unanticipated finds be made during construction activities, evaluation of their significance may be required for CEQA compliance. ASM will temporarily halt work within the required distance of the discovery and contact you. Technical Report/Memo Preparation – Once monitoring services are completed, ASM will prepare draft and final letter reports to summarize the results of the monitoring. Should the results of monitoring be negative, and no new sites found within the study area, a letter report will suffice. Should the results of the monitoring be positive, and new sites found within the Project area, we will work with you to augment the contract to conduct required evaluation services and prepare a more formal report. A draft report will be submitted to you within 60 days of the completion of monitoring. Revisions to the draft, based upon one round of comments, will be provided within ten days of receipt of such comments. Schedule ASM will complete the listed Scope of Work in accordance with all project requirements and construction schedule upon receipt of signed contract and Notice to Proceed. ASM requires 72 hours’ notice prior to providing on site archaeological and Native American monitors. Cost The not to exceed cost to complete the scope of work described above is $44,024.75. If additional monitoring is needed beyond the estimated 25 days the archaeological and Native American monitoring can be provided for a daily rate of $1,594.00 per day, under augment. PSA24-2215UTIL Exhibit "A" DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 Assumptions •Workdays will be for 8 hours with no overtime; •Monitoring will be invoiced at a daily rate; •Up to 25 days of monitoring are expected. Additional monitoring can be provided for a daily rateof $1,594.00 per day; •Attendance at only on preconstruction meeting will be required; •The results of monitoring will be negative and a letter report only will be prepared at the conclusionof the monitoring; •No formal evaluation or mitigation services will be required for any finds; and •If any additional testing or site mitigation is required, it will be performed under augment. PSA24-2215UTIL Exhibit "A" DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 09/09/2022 FALCON WEST INSURANCE BROKERS, INC. License # 0616640 2525 Camino Del Rio S Ste 100 San Diego CA 92108 BJ Sheffield (619) 297-9182 (619) 297-3366 beeg@falconwest.com ASM Affiliates, Inc, 2034 Corte Del Nogal Carlsbad CA 92011 Ironshore Specialty Insurance 25445 Wesco Insurance Company 25011 Technology Insurance Company 42376 Hartford Insurance 11000 22 to 23 #1 A General Liab Per Occ Ded $5,000 Pollution Liab Ded $5,000 Y IEPUW0013123600 09/10/2022 09/10/2023 5,000,000 500,000 25,000 5,000,000 5,000,000 5,000,000 Pollution Liab Occ/Agg 5,000,000 B Coll $2000 Comp $2000 WPP1985718 00 09/10/2022 09/10/2023 1,000,000 A XSCUW0013123500 09/10/2022 09/10/2023 5,000,000 5,000,000 C Y Y TWC4147642 09/10/2022 09/10/2023 1,000,000 1,000,000 1,000,000 A Professional Liability (D) IM Cov #72SBABD4369 Y IEPUW0013123600 09/10/2022 09/10/2023 Prof Liab Occ/Agg $5Mil/$5Mil Deductible $25,000 IM Coverage/Ded $1000 $118,049 City of Carlsbad/CMWD, Carlsbad Municipal Water District, PROPERTY OWNERS, EACH OF THEIR RESPECTIVE AFFILIATED, RELATED, PARENT AND SUBSIDIARY COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LENDERS AND RECEIVERSare included as Additional Insureds as required by written contract on the General Liability policy. A waiver of subrogation is in favor of the certificate holder as required by written contract on the Workers Compensation policy. *30 Days Notice of Cancellation with 10 days Notice for Non-payment of premium in accordance with the policy provisions. City of Carlsbad /CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta CA 92564 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 ACORD® I ~ I X I [8] X X - ~ □ □ -X - --X X X X X ~ I I XI I I □ WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84) Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/10/2022 Policy No.TWC4147642 Endorsement No.0 Insured ASM AFFILIATES Insurance Company Technology Insurance Company, Inc. Countersigned by WC 04 03 06 (Ed. 04-84) Premium $ DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 ~IRONSHORE .. A liberty Mutual Company IRONSHORE SPECIALTY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Endorsement# 12 Polley Number: Effective Date of Endorsement: · Insured Name: ASM Affiliates THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPECIFIED ADDITIONAL INSURED(S) PRIMARY AND NON-CONTRIBUTORY This endorsement modifies insurance provided under the following: ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) It Is hereby agreed that the policy to which this Endorsement Is attached is amended as follows: SCHEDULE Name of Additional Insured Person(s) Or Organizatlon(s) Where required by a written contract or agreement executed prior to loss. A. SECTION II -WHO IS AN INSURED, Paragraph 4.e. is amended to specify the entity Indicated in the Schedule above as: e. Any person or organization you agree to Include as an Insured In a written contract, written agreement or permit, but only with respect to bodily Injury, property damage, environmental damage or personal and advertising Injury arising out of your operations, your work, equipment or premises leased or rented by you, or your products which are distributed or sold In the regular course of a vendor's business, however: (1) A vendor Is not an Insured as respects bodily Injury, property damage, environmental damage or personal and advertising Injury: (a) For which the vendor is obligated to pay damages by reason of the assumption of liability In a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b) Arising out of any express warranty unauthorized by you; (c) Arising out of any physical or chemical change in the product made intentionally by the vendor; (d) Arising out of repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions from you, and then repackaged In the original container; (e) Arising out of any failure to make inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, In connection with the distribution or sale of the products; (f) Arising out of demonstration, Installation servicing or repair operations, except such operations performed at the vendor's location In connection with the sale of the product; or (g) Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor. IE.END.EPIC.012 (10/14) Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page 1 of2 DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 (2) A manager or lessor of premises, a lessor of leased equipment, or a mortgagee, assignee, or receiver Is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising Injury: (a) Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a tenant; or (b) Arising out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver. B. SECTION IV-CONDITIONS, Condition 17. Other Insurance, Paragraph a. is amended to specify the entity indicated in the Schedule above as a person or organization you agreed to Insure and we will not seek contributions from any such other Insurance Issued to such person or organization. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. Authorized Representative IE.END.EPIC.012 (10/14) Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page 2 of 2 DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56 Policy Number: ~!\~ IRONSHORE .. A liberty Mutual Company IRONSHORE SPECIALTY INSURANCE COMPANY 175 Berkeley Street Boston, MA 02116 Toll Free: (877) IRON411 Endorsement # 11 Effective Date of Endorsement: : Insured Name: ASM Affiliates THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL AGGREGATE LIMIT AMENDMENT This endorsement modifies insurance provided under the following: ENVIRONMENTAL PROTECTION INSURANCE COVERAGE PACKAGE (EPIC PAC) It is hereby agreed that the policy to which this Endorsement is attached is amended as follows: SECTION Ill -LIMITS OF INSURANCE AND DEDUCTIBLE, Paragraph 2. is deleted and replaced with the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages and emergency response expense under COVERAGE PART I, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I -Coverage G: Contractors Pollution Liability; b. Damages under COVERAGE PART II; c. Medical expense under COVERAGE PART II; d. Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART Ill; and e. Damages and legal and claims expense payments under COVERAGE PART IV. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THIS POLICY REMAIN UNCHANGED. Authorized Representative IE.END.EPIC.042 (08/16) Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) Schedule Any person or organization as required by written contract This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 9/10/2022 Policy No.TWC4147642 Endorsement No.0 Insured ASM AFFILIATES Insurance Company Technology Insurance Company, Inc. Countersigned by WC 00 03 13 (Ed. 04-84) Premium $ DocuSign Envelope ID: 61FAE37F-3360-496E-AF06-0DA15C257C56