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National Electrical Works Incorporated; 2024-07-22; PSA25-3481UTIL
PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 1 AGREEMENT FOR WATER DISTRIBUTION SYSTEM ELECTRICAL SERVICES NATIONAL ELECTRICAL WORKS THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, 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 National Electrical Works Incorporated, a California corporation ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in electrical maintenance services. B. Contractor has the necessary experience in providing professional services and advice related to electrical maintenance services. 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 one (1) year(s) from the date first above written. The Executive Manager may amend the Agreement to extend it for four (4) additional one (1) year(s) periods 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 forty-five thousand dollars ($45,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed forty-five thousand dollars ($45,000) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED 22nd July PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 2 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 CMWD 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. 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 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 3 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 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 defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad 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 willful misconduct or negligent act or omission 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. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 4 final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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 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: Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 5 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 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 12.2.4 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. 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 four (4) 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. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 6 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 Andrew Wilson Name Scott Schemmel Title Utilities Superintendent Title Project Manager Carlsbad Municipal Water District Address 4440 Rainier Ave Address 5950 El Caminno Real San Diego, CA 92120 Carlsbad, CA 92009 Phone 619-787-0602 Phone 760-802-5720 E-mail sschemmel@nationalelectricworks.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 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. 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. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 7 22. 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. 23. 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 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. 24. 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. 25. 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 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 8 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. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. 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. 27. 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. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 29. 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. 30. 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: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 9 Executed by Contractor this ______ day of ___________, 2024. 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 NATIONAL ELECTRICAL WORKS INCORPORATED, a California corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Clint Morgan, President & CFO (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Deputy Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: _____________________________ Assistant General Counsel Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED July12th PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Agreement amount not to exceed $45,000 each agreement year. A. Responsible Duties of Contractor: 1. Provide professional quality, technical accuracy and coordination of all work provided. 2. Contractor provides personnel with experience in the diagnosis and repair of Industrial Control Systems related to Water and Wastewater industry. 3. Contractor provides and shall comply with State Prevailing Wage Laws. 4. Contractor will provide written notice to the City of Carlsbad when NEC Code Violations or additional work is discovered or encountered while working at the Cities Facilities or Structures. contractor will not proceed with any work until the City of Carlsbad has provided written notice to proceed. 5. Provide 24/7 on-call, instrumentation, and electrical services to maintain the City of Carlsbad existing water treatment plants, water distribution systems, lift station, pressure reducing stations, reservoirs, and facilities. B. Scope of Services: 1. Contractor will be available as-needed on an on-call basis, prepared to perform routine and urgent electrical, instrumentation, controls, and programming (programming provided by our subcontractor) maintenance and repairs at the rates provided in Exhibits A below. 2. Contractor will assemble, install, test, and maintain electrical or electronic wiring, equipment, appliances, apparatus, and fixtures, using hand tools and/or power tools. Work from ladders, scaffolds, and roof to install, maintain, or repair electrical wiring, equipment, and fixtures. Perform physically demanding tasks, such as digging trenches to lay conduit and moving and lifting of heavy objects. Diagnose malfunctioning systems, apparatus, and components, using test equipment and hand tools, locate the cause of electrical breakdowns and correct the problem. Inspect electrical systems, equipment, and components to identify hazards, defects, and the need for adjustment or repair, and to ensure compliance with all applicable electrical codes. Connect wires to motors, drives, circuit breakers, transformers, or other components. Place conduit (pipes or tubing) inside designated partitions, walls, or other concealed areas, and pull insulated wires or cables through the conduit to complete circuits between boxes. Test electrical systems and continuity of circuits in electrical wiring, equipment, and fixtures, using testing devices such as ohmmeters, voltmeters, meggers, and loop calibrators, to ensure compatibility and safety of system. 3. Maintenance of electrical and instrumentation systems: including, but not limited to, power distribution, MCC, power and control panels, AC motors (troubleshoot and connections), lighting systems, transformers, UPS, and back-up generators. 4. Install, maintain, repair, and calibrate digital/analog monitoring/control equipment. 5. Maintain and repair automatic control systems. 6. Create, modify, troubleshoot, and replicate Programmable Logic Control programs, Supervisory Control and Data Acquisition graphics communications and databases. Contractor will provide a Subcontractor for programming. 7. Repair and maintain communications links and communications hardware. 8. Repair, maintain, modify, and calibrate process instrumentation equipment and associated discrete and analog loops: Including, but not limited to, ultrasonic level, pressure, flow, turbidity, conductivity, pH and chlorine transmitters. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 11 9. Troubleshoot, repair, replace, install Soft Starters, VFDs, PLCs, HMIs, and SCADA systems. 10. Troubleshoot Communications between PLCs and other equipment. 11. Plan layout and installation of electrical wiring, equipment, and fixtures, based on job specifications and local codes. Prepare sketches or follow blueprints to determine the location of wiring and equipment and to ensure conformance to all electrical codes. 12. Perform administrative duties such as maintaining records and files, preparing reports, and ordering supplies and/or equipment as delegated. 13. Electrical service will be available as-needed on an on-call basis. Emergency work may include troubleshooting and repairing equipment failures, laying temporary cabling and/or wiring, replacement of electrical equipment and/or components, to remedy an emergency situation. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED PSA25-3481UTIL General Counsel Approved Version 5/22/2024 Page 12 RATE SHEET NEW Preferred Customer Service Rate Sheet {Includes Prevailing Wages) Line Voltage Work-G00V or less work: June 2024 thru May 2025 Straight Time (Scheduled) ............................................................................................................ $162.39 Over Time {Scheduled) ................................................................................................................ $224.71 Double Time (Scheduled) ............................................................................................................ $290.17 All service calls requiring same day dispatch will be charged with a 4-hour minimum plus drive time. All service calls that require next day dispatch will be charged with a 2-hour minimum plus drive time Straight Time Hours. Straight Time hours is a single shift of consisting of eight (8) consecutive hours between the hours of 6:00am to 6:00pm Monday thru Friday. Over Time Hours All work performed during the four (4) hour period (hours 9 thru 12) after the regular workday Monday thru Friday, and for the first eight (8) hours on Saturday will be charged at time and a half. Double Time Hours All work performed in excess of twelve hours (12) hours Monday thru Friday, in excess of eight (8) hours on Saturdays, or on a Sunday and Holidays, and times earlier than 5:00am will be charged at double time. Scheduled Service required within one (1) to four (4) days. Emergency Service required same day within eight (8) hours. Materials Materials required will be charged accordingly per Trade Service Pricing, RS Means or equivalent. Total equals materials, plus 15% overall markup, and eliminates "labor" from the markup. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 10/2/2023 Burnham WGB Insurance SolutionsCA Insurance License 0F6977115901 Red Hill AvenueTustin CA 92780 Maryssa Mace 714-505-7000 714-573-1770 Maryssa.mace@wgbib.com Travelers Indemnity Company of 25682 NATIO13 Columbia Casualty Company 31127National Electric Works, Inc.National Security Works, Inc.National IT Works4440 Rainier Avenue, Suite 101San Diego CA 92120-3319 Travelers Property Casualty Co 25674 Travelers Property Casualty In 36161 733531283 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X CO6S340648 10/1/2023 10/1/2024 2,000,000 BI/PD PER OCC DED 5,000 C 1,000,000 X 8106S269692 10/1/2023 10/1/2024 COMP/COLL DED 1,000/$1,000 C X 5,000,000 X CUP6S346456 10/1/2023 10/1/2024 5,000,000 $0 C X Y UB6S342918 10/1/2023 10/1/2024 1,000,000 1,000,000 1,000,000 BD Professional/Pollution LiabLeased/Rented equipment CEO5919014106603P901223TIL23 10/1/202310/1/2023 10/1/202410/1/2024 Each claim / AggregatMax Limit Per Item $3M / $3M130,000/ 1000 Ded. Certificate holder is named as additional insured on the General Liability per attached endorsements listed below, as required by written contract subject to theterms and conditions of the policy: Additional Insured applies per form CG D2 46 04 19Additional Insured applies per form CG D3 16 02 19GL Primary & Non-Contributory Form applies per attached CG T1 00 02 19GL Waiver of Subrogation Form applies per attached CG D3 16 02 19GL Per Project Aggregate Form applies per attached CG D2 11 01 04See Attached... City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York NY 10163 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED ACORD® I ~ I f--□ □ f-- f-- Fl □ □ f-- f--~ f--f-- f--f-- f--H I I I I I □ I ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: NATIO13 1 1 Burnham WGB Insurance Solutions National Electric Works, Inc.National Security Works, Inc.National IT Works4440 Rainier Avenue, Suite 101San Diego CA 92120-3319 25 CERTIFICATE OF LIABILITY INSURANCE WC Waiver of Subrogation Form applies per attached WC 99 03 76Auto Additional Insured applies per attached CA T3 53 02 15Auto Primary & Non-Contributory applies per attached CA T4 99 02 16Auto Waiver of Subrogation applies per attached CA T3 53 02 15 RE: Agreement Name : Wastewater System Electrical, Instrumentation and Controls Services / Agreement Number : PSA20-873UTIL CERTIFICATE HOLDERVESTING: City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1)Any "bodily injury", "property damage" or "personal injury" arising out of the providing,The following is added to SECTION II – WHO IS AN or failure to provide, any professionalINSURED:surveyingor engineering architectural, Any person or organization that you agree in a services, including:written contract or agreement to include as an additional insured on this Coverage Part is an (a)The preparing, approving, or failing to insured, but only:prepare or approve, maps, shop drawings, opinions, reports, surveys,a.With respect to liability for "bodily injury" or field orders or change orders, or the"property damage" that occurs, or for "personal preparing, approving, or failing toinjury" caused by an offense that is committed, prepare or approve, drawings andsubsequent to the signing of that contract or agreement and while that part of the contract or specifications; and agreement is in effect; and (b)Supervisory, inspection, architectural orb.If, and only to the extent that, such injury or engineering activities.damage is caused by acts or omissions of you or (2)Any "bodily injury" or "property damage"your subcontractor in the performance of "your caused by "your work" and included in thework" to which the written contract or agreement "products-completed operations hazard"applies. Such person or organization does not unless the written contract or agreementqualify as an additional insured with respect to the independent acts or omissions of such specifically requires you to provide such person or organization.coverage for that additional insured during the policy period.The insurance provided to such additional insured is subject to the following provisions:c.The additional insured must comply with the a.If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum (1)Give us written notice as soon as practicablelimits required by the written contract or of an "occurrence" or an offense which mayagreement, the insurance provided to the result in a claim. To the extent possible, suchadditional insured will be limited to such notice should include:minimum required limits. For the purposes of determining whether this limitation applies, the (a)How, when and where the "occurrence"minimum limits required by the written contract or or offense took place;agreement will be considered to include the (b)The names and addresses of any injuredminimum limits of any Umbrella or Excess persons and witnesses; andliability coverage required for the additional insured by that written contract or agreement.(c)The nature and location of any injury orThis provision will not increase the limits of damage arising out of the "occurrence"insurance described in Section III – Limits Of or offense.Insurance. (2)If a claim is made or "suit" is brought againstb.The insurance provided to such additional the additional insured:insured does not apply to: CG D2 46 04 19 ú 2018 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 COMMERCIAL GENERAL LIABILITY Policy Number: CO6S340648Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL GENERAL LIABILITY (a)Immediately record the specifics of the (4)Tender the defense and indemnity of any claim or "suit" and the date received; and claim or "suit" to any provider of other insurance which would cover such additional(b)Notify us as soon as practicable and see insured for a loss we cover. However, thisto it that we receive written notice of the condition does not affect whether theclaim or "suit" as soon as practicable.insurance provided to such additional(3)Immediately send us copies of all legal insured is primary to other insurancepapers received in connection with the claim available to such additional insured whichor "suit", cooperate with us in the covers that person or organization as ainvestigation or settlement of the claim or named insured as described in Paragraph 4.,defense against the "suit", and otherwise Other Insurance, of Section IV – Commercialcomply with all policy conditions.General Liability Conditions. Page 2 of 2 ú 2018 The Travelers Indemnity Company. All rights reserved.CG D2 46 04 19 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED PHYSICAL DAMAGE – TRANSPORTATIONI. EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED PERSONAL PROPERTYJ. SUPPLEMENTARY PAYMENTS – INCREASEDE. LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Policy Number: 8106S269692 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE:(ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs.(iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE:(iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE:We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED c.Method Of Sharing If all of the other insurance permits contributionby equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicablelimit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contributeby limits. Under this methcx:1, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits ofinsurance of all insurers. d.Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insuredwhich covers such insured as a named insured,and we will not share with that other insurance, provided that: (1)The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2)The "personal and advertising injury" forwhich coverage is sought is caused by anoffense that is committed; subsequent to the signing of that contract or agreement by you. 5.Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part asadvance premium is a deposit premium only. At the close of each audit pericx:I we will computethe earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum ofthe advance and audit premiums paid for the policy period is greater than the earnedpremium, we will return the excess to the firstNamed Insured. c.The first Named Insured must keep records of the information we need for premiumcomputation, and send us copies at such times as we may request. 6.Representations By accepting this policy, you agree: a.The statements in the Declarations are accurate and complete; b.Those statements are based upon representations you made to us; and c.We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, thisinsurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom claimis made or "suit" is brought. 8.Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured mustdo nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown inthe Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific marketsegments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding websites, only that part of a website that is about your goods, prcx:lucts or services for the purposes of attracting customers orsupporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CGT1000219 Includes copyrighted material of Insurance Services Office. Inc. with its permission. Policy Number: CO6S340648 COMMERCIAL GENERAL LIABILITY Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE –This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Who Is An Insured – Unnamed Subsidiaries C.Incidental Medical Malpractice B.Blanket Additional Insured – Governmental D.Blanket Waiver Of Subrogation Entities – Permits Or Authorizations Relating To E.Contractual Liability – RailroadsOperationsF.Damage To Premises Rented To You PROVISIONS a.An organization other than a partnership, joint venture or limited liability company; or–UNNAMEDINSUREDAN IS A. WHO b.A trust;SUBSIDIARIES The following is added to SECTION II – WHO IS as indicated in its name or the documents that AN INSURED:govern its structure. Any of your subsidiaries, other than a partnership,–INSUREDADDITIONAL B. BLANKETjoint venture or limited liability company, that is GOVERNMENTAL ENTITIES – PERMITS ORnot shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONSDeclarations is a Named Insured if:The following is added to SECTION II – WHO ISa.You are the sole owner of, or maintain an AN INSURED:ownership interest of more than 50% in, such Any governmental entity that has issued a permitsubsidiary on the first day of the policy period; or authorization with respect to operationsand performed by you or on your behalf and that youb.Such subsidiary is not an insured under are required by any ordinance, law, building codesimilar other insurance.or written contract or agreement to include as an No such subsidiary is an insured for "bodily injury"additional insured on this Coverage Part is an insured, but only with respect to liability for "bodilyor "property damage" that occurred, or "personal injury", "property damage" or "personal andand advertising injury" caused by an offense advertising injury" arising out of such operations.committed: The insurance provided to such governmentala.Before you maintained an ownership interest entity does not apply to:of more than 50% in such subsidiary; or a.Any "bodily injury", "property damage" orb.After the date, if any, during the policy period "personal and advertising injury" arising out ofthat you no longer maintain an ownership operations performed for the governmentalinterest of more than 50% in such subsidiary.entity; orFor purposes of Paragraph 1.of Section II – Who b.Any "bodily injury" or "property damage"Is An Insured, each such subsidiary will be "products-completedthein included deemed to be designated in the Declarations as:operations hazard". CG D3 16 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY Policy Number: CO6S340648Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the knowledge or consent of, the insured.1.The following replaces Paragraph b.of the definition of "occurrence" in the 5.The following is added to the DEFINITIONS DEFINITIONS Section:Section: b.An act or omission committed in providing "Incidental medical services" means:or failing to provide "incidental medical a.Medical, surgical, dental, laboratory, x-rayservices", first aid or "Good Samaritan or nursing service or treatment, advice orservices" to a person, unless you are in instruction, or the related furnishing ofthe business or occupation of providing food or beverages; orprofessional health care services. b.The furnishing or dispensing of drugs or2.The following replaces the last paragraph of medical, dental, or surgical supplies orParagraph2.a.(1)of SECTION II – WHO IS appliances.AN INSURED: 6.The following is added to Paragraph 4.b.,Unless you are in the business or occupation Excess Insurance, of SECTION IV –of providing professional health care services, Paragraphs (1)(a),(b),(c)and (d)above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury" arising out of CONDITIONS: providing or failing to provide:This insurance is excess over any valid and (a)"Incidental medical services" by any of collectible other insurance, whether primary,your "employees" who is a nurse, nurse excess, contingent or on any other basis, thatassistant, emergency medical technician is available to any of your "employees" foror paramedic; or "bodily injury" that arises out of providing or failing to provide "incidental medical services"(b)First aid or "Good Samaritan services" by to any person to the extent not subject toany of your "employees" or "volunteer workers", other than an employed or Paragraph 2.a.(1)of Section II – Who Is An volunteer doctor. Any such "employees"Insured. or "volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATIONto provide first aid or "Good Samaritan The following is added to Paragraph 8.,Transferservices" during their work hours for you Of Rights Of Recovery Against Others To Us,will be deemed to be acting within the of SECTION IV – COMMERCIAL GENERALscope of their employment by you or performing duties related to the conduct LIABILITY CONDITIONS: of your business.If the insured has agreed in a contract or 3.The following replaces the last sentence of agreement to waive that insured's right of Paragraph 5.of SECTION III – LIMITS OF recovery against any person or organization, we INSURANCE:waive our right of recovery against such person or organization, but only for payments we makeFor the purposes of determining the because of:applicable Each Occurrence Limit, all related acts or omissions committed in providing or a."Bodily injury" or "property damage" thatfailing to provide "incidental medical occurs; orservices", first aid or "Good Samaritan b."Personal and advertising injury" caused byservices" to any one person will be deemed to an offense that is committed;be one "occurrence". 4.The following exclusion is added to subsequent to the execution of the contract or Paragraph 2.,Exclusions, of SECTION I –agreement. COVERAGES – COVERAGE A – BODILY E. CONTRACTUAL LIABILITY – RAILROADSINJURY AND PROPERTY DAMAGE LIABILITY:1.The following replaces Paragraph c.of the definition of "insured contract" in theSale Of Pharmaceuticals DEFINITIONS Section:"Bodily injury" or "property damage" arising out of the violation of a penal statute or c.Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERCIAL GENERAL LIABILITY 2.Paragraph f.(1)of the definition of "insured a.Any premises while rented to you or contract" in the DEFINITIONS Section is temporarily occupied by you with permission deleted.of the owner; or F. DAMAGE TO PREMISES RENTED TO YOU b.The contents of any premises while such premises is rented to you, if you rent suchThe following replaces the definition of "premises premises for a period of seven or fewerdamage" in the DEFINITIONS Section:consecutive days."Premises damage" means "property damage" to: CG D3 16 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED A.3.COVERAGE A.For al sums which the insured becomes legal Any payments made underlly obligated to pay as damages caused by "occur-for da or under formagesCOVERAGE C. rences" under , and med e shall reduce the DesiCOVERAGE A. (SECT IION )ical xpenses g- for al med e s caused by accidents un-nated Projec General Aggregate L m forl ical xpense t i it der , which can be that designated "project". Such paymentsCOVERAGE C (SEC I I)T ON attr only to operations at a single desig-shall not reduce the General Aggregate Limibutedit nated "project shown in the Schedule abo e:"v shown in the Declarat nor shall they re-ions duce any other Designated Pro Generalject1.A separate Designated Project General Ag-Aggregate Li it fo any other designatedm rgregate Li it app designated "pro-m lies to each "project" n in the dule abo e.show Sche vject" and that l m is equal to the amount of, i it the General Aggregate Li t shown in the The l m shown in the Declarations formii its4.Each Declarat unless separateions,Designated Occurrence, Damage T Premises Reonted Project General Ag T Yo and Me Expegregate(s)o u dical nseare sche continue tod- uled abo .ve apply. Howe instead o be subject tover, f ing the General Aggregate Li t shown in themi2.The Designated Project General Aggregate Declarat such li its will be subject to theions, mLi it is the most we will pay for the sum o almf l applicab Designated Project General Ag-ledamages under , exceptCOVERAGE A.gregate Li itm .damages because of "bodil in " or "prop-y jury For al sums which the insured becomes legalerty damage inc in the "products-" luded l lyB. obligated to pay as damages caused by "occur-comp operations hazard , and for medleted"i- cal expenses under , regar rences" under , andCOVERAGE C COVERAGE A. (SECT Id-ION ) less of the onumber f:for al med e s caused by accidents un-l ical xpense der , which cannotCOVERAGE C. (SEC ON I)TIa.Insureds;be attribu only to operations at a sing desitedle g-b.Clai made or "suits" brought; orms nated "project shown in the Schedule abo e:"v c.Persons or organizations m ing cla msak i or bringing "suits". CG D2 11 01 04 Copyright, Tra elers Inde ity mpany, 2004 Page 1 oThe v mn Co f 2 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: CO6S340648 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE AP RT SCHEDULE Designated Project Designated Project(s): General Aggregate(s): GENERAL AGGREGATE LIMIT SHOWN ON THE DECLARATIONS.EACH "PROJECT" FOR WHICH YOU HAVE AGREED IN A WRITTEN CONTRACT THAT IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED COMMERC GENERAL L ITYIALIABIL 1.COVERAGE A.Any payments made under v ded,any pa ments for da because ofiymages for da or under for "bodily injury or "property damage"inc inmages"ludedCOVERAGEC. med e shall reduce the amount the "products-comp o erat hazard"willicalxpensesletedpions a ilab under the General Aggregate Lim reduce the Products Comp Operat Ag-va le it -leted ions or the Products Completed Operat Ag-gregate Li t,and not reduce the General Aggre--ions mi gregate Li it ver is applic bm,whiche a le;and gate Li it nor the Designated Pro Generalmject Aggregate Li itm.2.Such payments shall not reduce any Desig- nated Projec General Aggregate L m .t i it E.Defi i-For the purposes of this endorsement the n tio Sectionsn is amended by the addit of theionC.2.SEC ION I LI T OFPartofTIIMIS INSURANCE fo lowing def itlinion:is deleted and rep folacedbythellowing: "Projec "means an area away fro pre isestmm2.The General Aggregate Li i is the most wemt owned by or rented to you at which you are per-will for o :pay the sum f for ing oper t pursuant to a contract ormaionsa.Coverage BDamagesunder;and agreement.For the purposes of deter ing themin b.Damages f m "occurrences"under applicab aggregate li t o insurance,eachrolemif COVERAGE A (SECT I)ION and for al "project"that includes prem in l i thelisesvovng med e caused by accidents same or connecting lots,or prem whose con-ical xpenses ises under which nection is interrupted only by a street,roadway,COVERAGE C (T I)SEC ION cannot be attr buted only to operat at waterway or right of way of a railroad shall beiions-- considered a single "projec ".tasingledesignated"project"shown in the SCHEDULE abo e.v F.SEC ION I LIM T OFTheproonsofvisiTIIIS D.INSURANCEWcoerageforliabliarisingoutothe not otherwise modi ied by this en-hen v i ty f f dorsement shall to applycontinue as stipulated."products-comple operations hazard is pro-ted " Page 2 o Copyright,Tra elers Inde ity mpany,2004f2ThevmnCo CG D2 11 01 04 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED -- WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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 No. Premium Countersigned by ST ASSIGN:Page 1 of 1 ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Policy No. UB6S342918 Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED ~ TRAVELERSJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE – CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2.The following is added to Paragraph B.5.,Other Insurance of SECTION IV – BUSINESS AUTO1.The following is added to Paragraph c.in A.1.,CONDITIONS:Who Is An Insured, of SECTION Il – COVERED AUTOS LIABILITY COVERAGE:Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, thisThis includes any person or organization who you insurance is primary to and non-contributory withare required under a written contract or applicable other insurance under which anagreement, that is signed by you before the additional insured person or organization is a"bodily injury" or "property damage" occurs and named insured when a written contract orthat is in effect during the policy period, to name agreement with you, that is signed by you beforeas an additional insured for Covered Autos the "bodily injury" or "property damage" occursLiability Coverage, but only for damages to which and that is in effect during the policy period,this insurance applies and only to the extent of requires this insurance to be primary and non-that person's or organization's liability for the contributory.conduct of another "insured". CA T4 99 02 16 ú 2016 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO Policy Number: 8106S269692Docusign Envelope ID: D59AE873-A31B-4FAD-88B7-E5CD03F922ED