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HomeMy WebLinkAboutHadronex Inc dba SmartCover Systems; 2024-06-24; PSA24-3440UTILPSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 1 AGREEMENT FOR SMARTCOVER ANNUAL MAINTENANCE AND SUPPORT SERVICES HADRONEX, INC. DBA SMARTCOVER SYSTEMS THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Hadronex, Inc., a Delaware corporation, dba SmartCover Systems ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in smartcover maintenance and support. B. Contractor has the necessary experience in providing professional services and advice related to smartcover maintenance and support. 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", 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 from the date first above written through July 31, 2029. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. 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 this Agreement term shall not exceed sixty- three thousand nine hundred three dollars and twenty-eight cents ($63,903.28) for Year 1 (Aug 1, 2024 to July 31, 2025); sixty-six thousand eight hundred forty-one dollars and fifty-nine cents ($66,841.59) for Year 2 (Aug 1, 2025 to July 31, 2026); sixty-nine thousand five hundred fifteen dollars and eighty-three cents ($69,515.83) for Year 3 (Aug 1, 2026 to July 31, 2027); seventy-two thousand three hundred nine dollars and fifty-four cents ($72,309.54) for Year 4 (Aug 1, 2075 to July 31, 2028); and seventy-five thousand one hundred eighty-two dollars and seventy-nine cents ($75,182.79) for Year 5 (Aug 1, 2028 to July 31, 2029) bringing the total Agreement amount to not-to-exceed three hundred forty-seven thousand seven hundred fifty-three dollars and three cents ($347,753.03) as outlined in Exhibit “A”. The City DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 June 24th PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 2 reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit “A”. This Agreement is subject to and contingent on budgetary appropriations being approved by the City Council for each fiscal year during the term of this Agreement. If such appropriations are not approved, the Agreement will be immediately terminated without penalty to the City. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 3 It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 8. 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. 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. 9. 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. 10. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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. DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 4 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. 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 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 Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 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 City). $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 City'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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 5 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 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. 12.5 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. 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 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. 15. 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. 16. 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. 17. 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 are: DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 6 For City For Contractor Name Stephanie Harrison Name Eric Van Cleave Title Utilities Technical Services Manager Title Department Utilities Department Address 2110 Enterprise Street City of Carlsbad Escondido, CA 92029 Address 5950 El Camino Real Phone No. 760-291-1980 Carlsbad, CA 92008 Email evcleave@smartcoversystems.com Phone No. 442-339-2310 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF 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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 18. 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. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 7 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 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. 22. 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. 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, 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. 24. 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 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 8 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. 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 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. 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. This Agreement may be executed in counterparts. 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. [signatures on following page] DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 9 Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California HADRONEX, INC., a Delaware corporation dba SmartCover systems By: By: (sign here) Corey Williams, President GEOFF PATNOE, Assistant City Manager, as authorized by the City Manager (print name/title) ATTEST: SHERRY FREISINGER, City Clerk By: By: (sign here) Deputy City Clerk James P. Crabtree, CFO (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, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 June 20th PSA24-3440UTIL City Attorney Approved Version 12/22/2023 Page 10 EXHIBIT “A” SCOPE OF SERVICES The City of Carlsbad uses technology from Hadronex, Inc. dba SmartCover Systems (SmartCover Systems) to monitor conditions in the city’s sewer collection system and contracts with SmartCover Systems for annual maintenance and support. SmartCover Systems will provide the following annual services for the term of the agreement: • Active Site Monitoring (ASM), parts and labor for sensor and antenna repair/replacement, troubleshooting for non-responsive sensors, battery replacement as needed and anything else included in the Comprehensive Package for 36 SmartCover flow level monitoring units. • ASM, parts and labor, battery replacements as needed, quarterly sensor replacements and anything else included in the Comprehensive Package for one H2Scents sensor. • SmartRain rain data service for 5 sites. The term of the contract will be for five years, and the services will be billed annually per the table below. Annual coverage is for the period Aug 1 to July 31. Description Qty Year 1 Total Year 2 Total Year 3 Total Year 4 Total Year 5 Total SmartCover Level Sensor 36 $59,253.00 $62,028.00 $64,512.00 $67,104.00 $69,768.00 H2Scents 1 $3,810.00 $3,943.00 $4,101.00 $4,265.00 $4,436.00 Tax on H2Scents $295.28 $305.59 $317.83 $330.54 $343.79 SmartRain 5 $545.00 $565.00 $585.00 $610.00 $635.00 Annual Total $63,903.28 $66,841.59 $69,515.83 $72,309.54 $75,182.79 Service Dates for the five-year period are as follows: • Year 1 – August 1, 2024 to July 31, 2025 • Year 2 – August 1, 2025 to July 31, 2026 • Year 3 – August 1, 2026 to July 31, 2027 • Year 4 – August 1, 2027 to July 31, 2028 • Year 5 – August 1, 2029 to July 31, 2029 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 HADRINC-01 AHOLMAN ,ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 4/11/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 License# 0C36861 CONTACT Julie Amarilla·s -N~[>'IE: San Marcos -Escondido PHONE I FAX Alliant Insurance Services, Inc (A/C, No, Ext): (A/C, No): 570 Rancheros Dr Ste 100 lt1~k.ss, julie.amarillas@alliant.com San Marcos, CA 92069 INSURER[§) AFFORDING COVERAGE NAIC# INSURER A, Continental Insurance ComP-anv. 35289 INSURE:D INSURER s, Technoloay Insurance Com0anv Inc 42376 Hadronex, Inc. dba: SmartCover Systems INsURERc ,Arch S0ecialtv Insurance ComP-any 21199 2110 Enterprise INSURERD: Escondido, CA 92029 INSURER E:: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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 \/IIITH 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 TYPE: OF INSURANCE ~_\)JI~ ~~! POLICY NUMBE:R POLICY EFF POLICY EXP LIMITS I TR IM"' A X COMMERCIAL GENE:RAL LIABILITY EACH OCCURRENCE $ 1,000,00~ 1 CLAIMS-MADE 0 OCCUR X X 7018210531 2/2/2024 2/2/2025 OAMAGE TO RENTED PREMLSESJEa occurrence\ $ 100,000 MEO EXP (Ant one 11erson) $ 15,000 - PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 RGEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY 0 ~r8i I]] LDC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: POL AGG LIMIT $ 25,000,000 A ~TOMOBILE: LIABILITY COMBINED SINGLE LIMIT 1,000,000 (EJ'l_'l~id.!!flt\ $ X ANY AUTO X BUA 7018210545 2/2/2024 2/2/2025 BODILY INJURY {Per ~rson) $ ~ OWNED -SCHEDULED ~ AUTOS ONLY -AUTOS BODILY INJURY (Per accidenll $ r--~LF\-~sONLY -~aroi~1~ ip~~~~:di;:;t?AMAGE $ $ A UMBRELLA LIAB .~OCCUR EACH OCCURRENCE $ 2,000,000 r--CUE 7018210528 2/2/2024 2/2/2025 2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I X I RETENTION $ 10,000 I$ B WORKERS COMPENSATION L!JJi:ru11: I I OTH- AND EMPLOYERS' LIABILITY ER YIN X TWC4319133 4/1/2024 4/1/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ p,r~~~~rc:~,~~t7 EXCLUDE□? N/A 1,000,000 . E.L. DISEASE -EA EMPLOYEE $ If yes. describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Cyber-Tech E&C/Prof C4LQG08571 0CYBER2023 9/1/2023 9/1/2024 Limit: 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space is required) The City of Carlsbad Is named as additional insured as respects to General Liability when required by written contract or agreement, for services provided by the named Insured for the certificate holder. 30 Day NOC. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 AUTHORIZED REPRESENTATIVE ~ 1lrr1.ma..n, I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 iiiiiiii = -iiiiiiii == - 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 8. In the pertormance 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; and C. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: • 1. Coverage broader than what you are required to provide by the written contract; or 2. A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law. II. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, 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 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. Ill. 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 8. Additional insured coverage with "arising out of' language; 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. CNA75079XX (3-22) Page 1 of 3 The Continental Insurance Co. Insured Name: HADRONEX, INC. Copyright CNAAII Rights Reserved. Policy No: 7018210531 Endorsement No: 11 Effective Date: 02/02/2024 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 : r:. CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement IV. But if the written contract requires 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. V. 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. VI. 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: 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. VII. 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 endeavor to 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 other insurance under 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. CNA75079XX (3-22) Page 2 of 3 The Continental Insurance Co. Insured Name: HADRONEX, INC. Copyright CNA All Rights Reserved. Policy No: 7018210531 Endorsement No: 11 Effective Date: 02/02/2024 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 t, DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 iiiiiiiiiiii ----iiiiiiiiiiii == ~ = CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement VIII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to a~d 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. 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; and B. Is still in effect at the time of th·e bodily injury or property damage occurrence or personal and advertising Injury offense. 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 stcited in said Policy, 1mless another effective date is shown below, and expires concurrently with said Policy. --CNA75079XX (3-22) Policy No: 7018210531 Page 3 of 3 The Continental Insurance Co. Insured Name: HADRONEX, INC . Copyright CNAAII Rights Reseived. Endorsement No: 11 Effective Date: 02/02/2024 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) 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. 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 Insured Insurance Company WC 000313 (Ed. 04-84) 4/1/2024 Hadronex Inc Policy No. TWC4416955 Endorsement No. 0 Premium$ 45,947 Technology Insurance Company, Inc. Countersigned by ________________ _ DocuSign Envelope ID: 0582C05E-874F-4411-9C3F-76BFAD9811A8