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Romtec Inc; 2024-07-31; PR-PSA-24001P
Docusign Envelope ID: 2A 1 B0649-A41E-49BC-BBD1-85B12420CE06 Attachment A PR-PSA-24001P AGREEMENT FOR VETERANS MEMORIAL PARK BUILDINGS DESIGN AND MATERIAL SUPPLY SERVICES ROMTEC, INC. THIS AGREEMENT is made and entered into as of the ,3\ ~ day of J"u \ j , 20~ by and between the City of Carlsbad, California, a municipal corporation ("City") and Romtec, Inc., an Oregon corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in the design and manufacturing of pre-engineered parks buildings. B. Contractor has the necessary experience in providing professional services and advice related to designing, manufacturing, supplying and constructing buildings and structures for parks buildings. 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 renaer, 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 initial term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, 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 the initial Agreement term shall not exceed one million six hundred fifty thousand nine hundred ninety-five dollars ($1,650,995). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one million six hundred fifty thousand nine hundred ninety-five dollars ($1,650,995) for all work and/or Services specified Page 1 City Attorney Approved Version 5/22/2024 4609 PR-PSA-24001P Page 2 City Attorney Approved Version 5/22/2024 in Exhibit "A". The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." The City’s acceptance is defined as the City’s acceptance of delivered packages, which is subject to the City’s right to inspect the goods at the time and place of delivery, and within fifteen (15) business days after delivery. Any items not specifically rejected after fifteen (15) business days will be deemed accepted. Any rejected items will be returned and redelivered by Contractor to the City within seven (7) business days, with no additional cost 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 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P Page 3 City Attorney Approved Version 5/22/2024 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 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 attorneys 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 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P Page 4 City Attorney Approved Version 5/22/2024 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 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 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 Coverage 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. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P Page 5 City Attorney Approved Version 5/22/2024 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. 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 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 four (4) years from the date of final payment under this Agreement. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P Page 6 City Attorney Approved Version 5/22/2024 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: For City: For Contractor: Name Nick Stupin Name Travis Olson Title Parks Planning Manager Title Project Manager Dept Parks & Recreation Address 18240 N. Bank Road CITY OF CARLSBAD Roseburg, OR 97470 Address 3096 Harding St. Phone 541-496-3541 Carlsbad, CA 92008 Email travis.olson@romtec.com Phone 442-339-2527 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 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 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 7 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 whose services are 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. 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 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. 23. 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 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 8 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. 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, 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. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 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 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. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 9 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. {signatures on following page} Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 11 EXHIBIT A SCOPE OF SERVICES AND FEE In this document, (“City”) refers to City of Carlsbad, California, a municipal corporation. (“Contractor”) refers to Romtec, Inc. (“Installer”) is a separate subcontractor of the General Contractor and/or City who will assemble and construct the buildings “A”, “B” and “South” based on Contractor’s Design Submittal Package by using materials provided by Contractor. (“General Contractor”) refers to the person or company responsible for overseeing the whole Veterans Memorial Park Construction Project. 1. TASK 1 – DESIGN, PRODUCING SERVICES. Below is an outline of Contractor’s process for designing, producing, and delivering the building kit(s) for buildings A, B and South. No production will begin prior to issuance of final building permit(s), and issuance of Notice to Proceed on Production (NTP) forms by the city. a. Contractor Provides a Quote/Proposal i. Contractor’s Quote/Proposal will include a Project Information form and proposed payment schedule. ii. The city will provide Contractor a signed Professional Service Agreement, Project Information Form, and Payment Schedule. b. Contractor provides Design Submittal package with Full Sealed Plan Set. i. Design Submittal Package should include 100% completed construction documents, including but not limited to: 1. Sealed plan set in 24”x36” size. Preferred scale is 1/4” =1’-0” or 1/8” =1’- 0”. a. Title sheet. b. General notes. c. Design criteria and code summary. d. Floor plans. e. Elevation and sections. f. ADA clearances and fixture details. g. Details. h. Finish schedules. i. Door and window schedules. j. Foundation plans and details. k. Structural plans and details l. Roof framing plans, roof plans and roof details. m. Plumbing schedules and plans. n. Mechanical plans. o. Electrical schedule and plans. 2. Structural calculations. 3. Product data and cutsheets. 4. Specifications. 5. Warranties. ii. Contractor provides the Design Submittal package in Contractor’s standard electronic submittal format. iii. The Design Submittal package supersedes the preliminary scope letter. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 12 iv. The Full Sealed Plan Set will include all relevant calculations, and all architectural, mechanical, structural, electrical, and plumbing plan sheets stamped by an architect or engineer licensed in the state where the project is located. c. City reviews and comments on the Design Submittal package. i. At this time, the Design Submittal package should be provided for review and comment by any other relevant entities, such as an end owner, etc. ii. The city will have 15 days to review and provide comments on the Design Submittal package. iii. Contractor will have 15 days to revise Design Submittal package per city’s review comments. d. The Building Department reviews and comments on the Contractor plans. i. The Design Submittal package includes final sealed plans intended for review by the local Building Department (or other permitting authority) at this time. ii. Contractor will provide up to five (5) sets of Design Submittal package hardcopy along with an electronic copy. iii. Contractor will respond to City’s request to fill out application forms and provide documents required by the permitting authority (the city will be responsible for paying all Building Permit fees). iv. Contractor will revise and resubmit the Full Sealed Plan Set per comments from the City, relevant entities and permitting authority. v. Contractor includes three revisions of the Full Sealed Plan Set in response to the City’s comments. vi. It is estimated that the building department will take 4 weeks for each review. Contractor will take 2-3 weeks for each review revision. e. The Building Department approves the revised Contractor plans. i. Contractor will provide up to five (5) sets of the final, approved for Design Submittal package hardcopy along with an electronic copy. f. The City will notify Contractor when production may commence. Commencement subjects to approval of the following: i. City Council’s Approval of the Veterans Memorial Park project’s public bidding and construction. ii. The city issuance of Notice to Proceed on Production (NTP) forms. Contractor cannot begin production without a signed NTP form. iii. Contractor will complete production/manufacturing of the building package per the final approved plans. g. With the City’s permission, Contractor delivers the completed building package. i. Contractor will coordinate with the city to decide when to palletize and ship the completed building package, and then coordinate with the city to deliver the package to the jobsite for construction by the Installer. The delivery schedule shall be established on or about the time that the City provides Notice to Proceed on Production, which shall be provided no later than June 2025. The delivery time is no later than January 2026. ii. Contractor’s warranty period will begin in October 2026. h. During bidding and construction phase of the project, Contractor will respond to RFI (Request for information) and will review Submittals from Installer or General Contractor with no additional cost. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 13 2. TASK 2 – MATERIALS SUPPLY Contractor will include all materials as outlined below in a packaged building kit in staged pallets based on when the materials are needed based on the order of construction. Scope shall include all materials in the building kits as listed in the Final Sealed Plan Set and/or any subsequent revisions and requirements associated with the Building Permit Approval Process. The quantity of supplied materials will be based on the final sealed Contractor plan set approved for construction by the Building Department. 1. For Building A: a. Structure The following components will be provided by the Contractor: i. Concrete Masonry Units - CMU 1. Exterior and interior walls will be constructed of smooth-face, mortar joint, concrete masonry units (concrete blocks). 2. Block color will be gray. ii. Exterior accent sidings shall be “Princeton” thin stone veneer, or other type of thin stone veneer approved by the City. And Hardie Artisan shiplap siding panels per drawings. iii. Furring strips. iv. Glasliner RFP. v. Interior office and IT room ceiling to have EcoTouch Batt insulation. vi. EnergyShield continuous wall insulation for interior office and IT room. vii. Doors, frames, and hardware. 1. Steelcraft F16 Gauge frames are powder coated black with undercoating. 2. Steelcraft SL18 double door located on the storage room are powder coated black with undercoating. 3. Hager stainless steel, ball bearing hinges. 4. LCN extra heavy-duty door closers. 5. Schlage ND Series Grade 1 lever lock with latch guard. 6. Schlage Grade 1 lock for restrooms. 7. Restroom doors shall have interconnected lock with occupancy indicator and one-way deadbolt lock. Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith. 8. Restroom doors to have louvered door vents. 9. NGP Neoprene Door sweep for all doors. 10. Hager magnet locks. 11. Hager exit switch. 12. Hager PIR egress sensor. 13. Hager locking devices. 14. Other door installation accessories, include but not limited to door clip, jamb, astragal, etc. viii. Rolling Counter Door System Series 651 stainless steel roll-up concession window. QuikServ Custom SCT model self-closing window with sliding glass and mesh screens. Stainless steel counter. ix. Counter located in the concession room. x. Planter wall with water proofing, drain and cedar bench per Contractor drawings. xi. Roofing materials Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 14 1. Glulam beams. 2. 2x6 tongue and groove decking. 3. Hardie Shiplap soffit finish. 4. Velux Skylight. 5. Extension shall be steel I columns with glulam beams. 6. All exposed steel components are powder coated black with undercoating. 7. Roofing will be Fabral Stand ‘n Seam, roof panels with exposed fasteners, color to be Charcoal. 8. Fabral high-temperature underlayment peel & stick. 9. Dektite Pipe flashings. 10. Gable fascia, extension purlins, rim board, rafter, eave blocking, soffit blocking. b. Plumbing Fixtures The following components will be provided by the Contractor: i. Penal-Ware 1675 Wall mount stainless steel toilets. ii. ProFlo Commercial Toilet Seat. iii. Sloan 111-1.28 high efficiency manual lever flush valves. iv. Dura-Ware wall mount stainless steel ADA Compliant sinks. v. Chicago Faucets deck mounted single, push button faucets. vi. Moen Wall mount, stainless steel hand wash sink and Moen single-handle lavatory faucet located in the concession room and mechanical room. vii. Regency table with adjustable flanged foot, stainless steel 3-bay utility sink, pre- rinse faucet, T&S 061x Swing Nozzle, pre-rinse add-on faucet and Insinkerator garbage disposal. viii. Mustee mop sink with faucet, hose, hose holder, wall guard, Mop faucet mounting bracket located in the mechanical room. ix. Woodford Model B67 wall hydrant and Model 24 wall Faucet. x. Proflo PF200 Series trap covers. c. Electrical Fixtures The following components will be provided by the Contractor: i. Lithonia WF6 LED. ii. Lithonia CVST vapor tight LED strip light. iii. Acuity Controls WVR PDT 16 wide view sensors. iv. NLight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen. v. Sensor Switch WSXA wall switch sensor. vi. Intermatic digital in-wall timers. vii. AO Smith ProMax ENT-50 water heater. viii. Panasonic roof mounted, mini-split system to serve Office rooms only. ix. Mechanical exhaust package with S&P inline fans. x. Thru-wall, FastAire hand dryers. xi. Global Industrial Air Curtain. xii. Main breaker panel sized for the building components. 1. Siemens, 200 amp, three-phase, indoor. 2. NEMA 4x d. Accessories The following components will be provided by the Contractor: Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 15 i. Bradley heavy-duty stainless-steel grab bars with concealed mounting in restrooms. ii. Bradley stainless-steel baby changing station. iii. Restroom signage per California code requirements. iv. Bradley Surface mount, 18” x 36” mirrors with stainless steel frame. 2. For Building B: a. Structure The following components will be provided by the Contractor: i. Concrete Masonry Units - CMU 1. Exterior and interior walls will be constructed of smooth-face, mortar joint, concrete masonry units (concrete blocks). 2. Block color will be gray. ii. Exterior accent sidings shall be “Princeton” thin stone veneer, and Hardie Artisan shiplap siding panels per drawings. iii. Furring strips. iv. Wire weave vents for natural ventilation. 1. Vents are powder coated black with undercoating. v. Doors, frames, and hardware. 1. Steelcraft F16 Gauge frames are powder coated black with undercoating. 2. Steelcraft SL18 double door located on the storage room are powder coated black with undercoating. 3. Hager stainless steel, ball bearing hinges. 4. LCN extra heavy-duty door closers. 5. IVES manual flush bolts. 6. Schlage ND Series Grade 1 lever lock with latch guard. Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith. 7. NGP Neoprene Door sweep for all doors. 8. Hager latch protection plate. 9. Overhead door 620 roll-up utility door located on golf cart and equipment storage room. 10. Overhead upward-coiling security grilles. 11. Other door installation accessories, include but not limited to door clip, jamb, astragal, etc. vi. Wing wall with steel I-beam and stone per drawings. vii. Roofing materials 1. Glulam beams 2. 2x6 tongue and groove decking. 3. Hardie shiplap soffit finish. 4. Roofing will be Fabral Stand ‘n Seam, roof panels with exposed fasteners, color to be Charcoal. 5. Fabral high-temperature underlayment peel & stick. 6. Gable fascia, extension purlins, rim board, rafter, eave blocking, soffit blocking. b. Plumbing Fixtures and Accessories The following components will be provided by the Contractor: i. Woodford Model B67 wall hydrant and Model 24 wall Faucet. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 16 c. Electrical Fixtures The following components will be provided by the Contractor: i. Lithonia WF6 LED. ii. Lithonia CVST vapor tight LED strip light. iii. Acuity Controls WVR PDT 16 wide view sensors. iv. NLight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen. v. Sensor Switch WSXA wall switch sensor. vi. Intermatic digital in-wall timers. vii. Main breaker panel sized for the building components. 1. Siemens, 200 amp, three-phase, indoor. 2. NEMA 4x 3. For Building South: a. Structure The following components will be provided by the Contractor: i. Concrete Masonry Units - CMU 1. Exterior and interior walls will be constructed of smooth-face, mortar joint, concrete masonry units (concrete blocks). 2. Block color will be gray. ii. Exterior accent sidings shall be “Princeton” thin stone veneer, and Hardie Artisan shiplap siding panels per drawings. iii. Doors, frames, and hardware. 1. Steelcraft F16 Gauge frames are powder coated black with undercoating. 2. Steelcraft SL18 double door located on the storage room are powder coated black with undercoating. 3. Hager stainless steel, ball bearing hinges. 4. LCN extra heavy-duty door closers. 5. IVES manual flush bolts. 6. Schlage ND Series Grade 1 lever lock with latch guard. 7. Schlage Grade 1 lock for restrooms. 8. Restroom doors shall have interconnected lock with occupancy indicator and one-way deadbolt lock. Note: Schlage Grade Level 1 lock sets and 6-pin hardware. Keying to be done by city contracted locksmith. 9. Restroom doors to have louvered door vents. 10. NGP Neoprene Door sweep for all doors. 11. Hager magnet locks. 12. Hager exit switch. 13. Hager PIR egress sensor. 14. Hager locking devices. 15. Other door installation accessories, include but not limited to door clip, jamb, astragal, etc. 16. Overhead upward-coiling security grilles. iv. Roofing materials 1. Glulam beams. 2. 2x6 tongue and groove decking. 3. Hardie Shiplap soffit finish. 4. Velux Skylight. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 17 5. All exposed steel components are powder coated black with undercoating. 6. Roofing will be Fabral Stand ‘n Seam, roof panels with exposed fasteners, color to be Charcoal. 7. Fabral high-temperature underlayment peel & stick. 8. Dektite Pipe flashings. 9. Gable fascia, extension purlins, rim board, rafter, eave blocking, soffit blocking. b. Plumbing Fixtures and Accessories The following components will be provided by the Contractor: i. Penal-Ware 1675 Wall mount stainless steel toilets. ii. ProFlo Commercial Toilet Seat. iii. Sloan 111-1.28 high efficiency manual lever flush valves. iv. Dura-Ware wall mount stainless steel ADA Compliant sinks. v. Chicago Faucets deck mounted single, push button faucets. vi. Mustee mop sink with faucet, hose, hose holder, wall guard, Mop faucet mounting bracket located in the mechanical room. vii. Woodford Model B67 wall hydrant and Model 24 wall Faucet. viii. Proflo PF200 Series trap covers. c. Electrical Fixtures The following components will be provided by the Contractor: i. Lithonia WF6 LED. ii. Lithonia CVST vapor tight LED strip light. iii. Acuity Controls WVR PDT 16 wide view sensors. iv. NLight Nio pc Kit Outdoor Photocell, nPODMA switches, Npp16 EFP Power/Relay Pack and nDTC touch screen. v. Sensor Switch WSXA wall switch sensor. vi. Intermatic digital in-wall timers. vii. AO Smith ProMax ENT 50 water heater. viii. Mechanical exhaust package with S&P inline fans. ix. Thru-wall, FastAire hand dryers. x. Main breaker panel sized for the building components. 1. Siemens, 200 amp, three-phase, indoor. 2. NEMA 4x d. Accessories The following components will be provided by the Contractor: i. Bradley heavy-duty stainless-steel grab bars with concealed mounting in restrooms. ii. Bradley stainless-steel baby changing station. iii. Restroom signage per California code requirements. iv. Bradley Surface mount, 18” x 36” mirrors with stainless steel frame. 3. TASK 3 – DELIVERY, STORAGE AND HANDLING a. Delivery Vehicle Size i. Contractor’s delivery vehicles are vans or trucks with 53’ trailers, or the largest trailer up to 53’ that is legally allowed to access the job site. Overall dimensions of the delivery vehicles are: 1. 70’ overall length Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 18 2. 102” wide 3. 168” high b. Number of Deliveries i. Prior to deliveries, freight schedule should be coordinated between Contractor and City. Contractor bases its freight quote on the optimal minimum number of deliveries. ii. Regardless of the number of deliveries, the city is responsible for all offloading and related costs. c. Delivery inspection i. Contractor allows for five (15) business days for the City to inspect and accept the delivered building package. ii. Any items not specifically rejected after fifteen business days are considered accepted. iii. For items not accepted by the City, Contractor should have the items returned and redelivered within (7) days with no additional cost to City. d. Warranty i. Contractor warranty is attached as Exhibit 1. ii. Other products’ warranties will be included in Design Submittal Package by Contractor. e. Disclaimers i. Stone and mineral products such as tile, stone veneer, and concrete will all show surface cracks over time due to multiple factors, including building settling, wall movement, environmental conditions, and maintenance/upkeep (or lack thereof). Contractor cannot guarantee that stone products in the building will not eventually crack. Repairing of cracks in stone products is a maintenance issue, not a warranty issue. In other words, stone products in the building may eventually crack, and repair of these cracks is not covered under the Contractor warranty. ii. Contractor passes along the manufacturer’s warranty for metal roofing. Most metal roofing manufacturers intend for their roofing to be installed immediately upon delivery from the factory; otherwise, most have special storage requirements to validate their warranty. All project circumstances are different, and because Contractor cannot guarantee that metal roofing is installed within the timeframe allowed from the manufacturer or that the metal roofing will be stored at the jobsite according to the manufacturer’s requirements, Contractor does not include metal roofing in the overall Contractor building warranty. iii. Smooth face CMU block can have a significant variation in color and texture and should never be used as an architectural finish. Smooth face CMU block should always be either painted or have siding covering it. Contractor does not guarantee uniform color or texture of block, nor claim that any aspect of block color or texture will remain stable over time. iv. Most HVAC equipment manufacturers (heat pumps, air conditioners, heaters, etc.) require installation by a factory certified technician to engage their warranty. The Installer will need to demonstrate installation was completed per manufacturer requirements to make a valid warranty claim for HVAC equipment. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 19 EXCLUSIONS 4. SCOPE OF SUPPLY AND SERVICES BY OTHERS a. Overview The following section includes an overview of items to be provided by others that are required to complete the installation of the Contractor building package. i. Items in this section are typically provided by the Installer, or, for projects where the Installer is separate subcontractor of the general contractor and/or City, some items are typically provided the General Contractor. ii. The items below are separated into Installer items and General Contractor items. If the Installer and General Contractor are the same entity, then that entity is responsible for all items in this section. b. Installer Scope The Installer’s scope will generally consist of foundation/pad construction and building package assembly/construction. i. Structural The following structural components will be provided by the Installer: 1. All materials, equipment and labor for footings and interior slabs. 2. Backer board. 3. Hold down, if needed. 4. Interior wall finish to be latex epoxy paint by Sherwin Williams, semi- gloss, Patience SE 7555 color supplied by Installer. 5. Hardie Artisan shiplap paint. 6. Interior Gypsum board ceiling and wall finish in office and IT rooms only supplied by Installer. 7. Caulking. 8. Epoxy floor finish to be Dex-O-Tex Décor-Flor as manufactured by Crossfield Products Corp with cove base integral with floor supplied Installer. 9. Masonry (concrete) grout and rebar. 10. Cement and mortar. 11. The Installer may be required to notch CMU block for bond beams, cut full blocks to create half blocks and grind blocks for fixture mounting purposes. The Installer is responsible for any CMU block modification work. 12. The Installer may be required to cut stone veneer to achieve the required shapes necessary for installation. The Installer is responsible for any additional stone veneer work required. 13. Sealant for all exposed wood. 14. Clear coat for ceiling deck. 15. Typical fasteners such as nails, staples, and screws, and any other fasteners not included in product packaging. 16. Exterior and interior anti-graffiti coating. 17. Recessed shelves/cabinets to be supplied by Installer. 18. Block for stem wall if adopt CMU stem wall option. 19. Floor vapor control, vapor barrier. 20. Building paper. 21. Silicon at the edges of the lock box. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 20 22. Self-leveling polyurethane sealant fill. ii. Plumbing The following plumbing components will be provided by the Installer. 1. Plumbing rough-in, installation and trim within 10’ of the building footprint will be by the Installer. 2. All water and sewer piping and floor drains within the building footprint are provided by the Installer. 3. Wall hanger for toilets. 4. Cleanouts. 5. Trap priming valve & piping to all floor drains. iii. Electrical The following electrical components will be provided by the Installer. 1. Electrical rough-in, installation and trim within 10’ of the building footprint will be by the Installer. 2. All switches and outlets that are not included with electrical products are provided by the Installer. 3. Electrical conduits to be surface mount galvanized ridged by Installer. 4. All electrical outlets are supplied by Installer. 5. Grounding and bonding. iv. Other materials, equipment, and services The following materials, equipment, and services are provided by the Installer. 1. Building package installation 2. All other items within the building footprint indicated on final plans or required by building codes to complete installation of the building package which are not specifically stated as supplied by General Contractor or by others. 3. Exterior park signs on the building wall. 4. Specialty tools including rivets guns and/or bending tools for metal roofing. 5. Installer to install restroom dispensers. c. General Contractor Scope The General Contractor’s scope will generally consist of site preparation and grading, excavation for structures, backfill and/or structural backfill, and any site work or utility work outside the building package footprint. i. Structural The following items relative to the structural components will be supplied by the General Contractor: 1. All materials, equipment and labor for exterior slabs and sidewalks. 2. Design and supply of gutters and downspouts is by the General Contractor or others. Contractor can show basic gutters and downspouts on the plans. ii. Plumbing The following plumbing components will be provided by the General Contractor. 1. Incoming plumbing utilities to within 10’ of the building exterior will be by the General Contractor. 2. All water and sewer piping, drains, and valves external of the building footprint are provided by the General Contractor. iii. Electrical Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 21 The following electrical components will be provided by the General Contractor. 1. Incoming electrical utilities to with 10’ of the building exterior are provided by the General Contractor. 2. Electrical meter base and meter are provided by the General Contractor. iv. Other materials, equipment, and services The following materials, equipment, and services are provided by the General Contractor. 1. Site grading and/or asphalt paving 2. Masonry pavers 3. Branch circuit breakers 4. Fire alarm & fire suppression equipment 5. Gutters and downspouts 6. Lighting equipment not attached to the building 7. Backflow check valves & drain valves 8. Freeze protection 9. Landscaping and irrigation 10. Special inspection services 11. Permits and fees 12. Site plans 13. Geotechnical reports d. Delivery, Storage, and Handling i. The Installer and/or General Contractor will be responsible for all equipment and labor required for off-loading of the delivered building package onsite. This includes providing appropriate equipment, including but not limited to a forklift with minimum 8,000 lb. capacity and 6 ft. fork extension. ii. Installer or General Contractor shall comply with all handling instructions and recommendations provided by Contractor. iii. The Installer and/or General Contractor will assume responsibility for adequate protection of delivered materials from weather, damage, and pilferage or all warranties, expressed or implied may be voided. iv. Do not throw away the Operations & Maintenance manuals that are provided by some manufacturers in their product packaging. It is the responsibility of the Installer and/or General Contractor to collect and maintain these manuals until delivered to the city. e. Contractor - General Exceptions/Exclusions The following are items that Contractor does not provide as part of its standard products and services. i. Site visits by Contractor staff are not included in the proposal. Note: If site visits are required, Contractor will issue a change order. ii. Unless otherwise stated, Contractor is not proposing to meet any Buy America standard for materials. iii. Contractor’s proposed building design is based on the following standard design loads. These standard design loads are typical for many locations. Local design loads specific to this project may require changes to the building design, which may result in a price increase due to increased material costs. 1. Roof Snow Load: 0 psf 2. IBC Seismic Design Category: D 3. Design Wind Speed: 96 mph 4. Allowable Soil Bearing: 1500 psf Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 22 5. Occupancy Type: “U” for Building B and Building South, “Mixed use” for Building A. 6. Type: VB iv. Any site utility sizing shown on the Contractor plans is based on design criteria provided by others. Site utility sizing must be confirmed by the city. Contractor is not responsible for determining or confirming site utility sizing. v. To ensure timely delivery of the building package amid ongoing and industry-wide disruptions to shipping, parts/materials availability, and lead times, Contractor reserves the right make equivalent or better substitutions at any time for any components that are not specifically required to match an exact brand/model. Equivalent or better substitutions requires City’s written approval. vi. Contractor does not provide LEED/Green submittals as a standard service. Contractor can assist in providing documentation for products that may meet LEED/Green standards, but Contractor does not provide or fill out LEED credit forms. Unless specifically included in Contractor’s proposal and quote, Contractor does not supply materials with the intent of meeting LEED standards. Any changes due to LEED or Green building requirements will result in a change order and increased lead times. vii. Any CMU block plan(s) provided by Contractor are only accurate if Contractor supplies the CMU block. Contractor to provide CMU manufacture and block model information in the Design Submittal package. viii. All steel fabrication work is performed by qualified fabricators in conformance with engineered drawings. Contractor does not offer third party certification or inspection of steel fabrication work. Note: scope of work is based on Contractor’s acceptance of the Terms and Conditions of the City of Carlsbad Professional Service Agreement. Terms and Conditions of the City of Carlsbad Professional Services Agreement supersede other Terms and Conditions provided by the Contractor. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 23 FEE SCHEDULE Building Description Extended Price North Building A – “Design & Supply ONLY” per City of Carlsbad Signed Submittal Approval received 3/31/2024 and changes received 4/30/2024 $813,334.15 North Building B – “Design & Supply ONLY” per City of Carlsbad Signed Submittal Approval received 3/31/2024 $243,985.87 South Building – “Design & Supply ONLY” per City of Carlsbad Signed Submittal Approval received 3/31/2024 and changes received 4/30/2024 $466,129.15 Sourcewell Discount 5.00%: Available only to members of Sourcewell $(76,172.26) Sourcewell “Multiple Buildings” Discount 2.00%: Additional 1% discount for each additional building (i.e. 3 buildings = Additional 2% discount) $(30,468.98) Romtec Inc. Supply Subtotal $1,416,807.72 Estimated Tax Based on Rate of: 7.75% $109,802.60 Estimated Freight/Packaging to: Carlsbad, CA $29,103.00 Subtotal $1,555,713.31 Contingency $95,281.69 Romtec Inc. Purchase Order Total: $1,650,995.00 *Sourcewell Contract No. 081721-RMT Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 24 PAYMENT SCHEDULE • Contractor cannot start the first invoice before commencing of building material production. • The city will notify Contractor when production may commence. Commencement subject to approval of the following: City Council’s Approval of the Veterans Memorial Park project’s public bidding and construction. The city issuance of Notice to Proceed on Production (NTP) forms. Contractor cannot begin production without a signed NTP form. Contractor will complete production/manufacturing of the building package per the final approved plans. The City shall provide Notice to Proceed on Production no later than June 2025. • Contractor will invoice monthly for work completed related to all payment milestones above. • All payments are due net 30 days upon receipt of invoice. • Contractor reserves the right to require receipt of payment for the current milestone before proceeding with the next milestone. • Payment obligations are not contingent upon customer receipt of payment from any external entity nor per the terms of any external agreement. • The City reserves the right to withhold a ten percent (10%) retention until City’s acceptance. • City shall accept delivery of the completed building packages as per the mutually agreed delivery schedule that is established on or about the same time that the City provides Notice to Proceed on Production. In the event that the City delays delivery for any reason, Romtec shall store the completed building packages for up to thirty (30) days after the agreed date at no charge. After thirty (30) days of storage, Romtec shall be allowed to charge for storage of the completed building packages at a maximum rate of $600 per month for up to sixty (60) additional days. Upon Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 A B C D E G H ITEM I DESCRIPTION OF WORK SCHEDULED WORK COMPLETED TOTAL % BALANCE NO. VALUE FROM PREVIOUS THIS PERIOD COMPLETED (G/C) TO Supply • North Building A 002 Production and Delivery of Building Authorized $ 163,000.00 $ 0% $ 163,000.00 003 Manufacturing at Romtec facilities (monthly progress) $ 570,000.00 $ 0% $ 570,000.00 004 Delivered $ 80,334.15 $ 0% $ 80,334.15 005 Sourcewell Discount $ (40,666.71) $ 0% $ (40,666.71) 006 Multiple Buildings Discount $ (16,266.68) $ 0% $ (16,266.68) 007 Freight $ 15,000.00 $ 0% $ 15,000.00 008 Sales Tax $ 58,621.05 $ 0% $ 58,621.05 Supl)ly • North Building B 010 Production and Delivery of Building Authorized $ 50,000.00 $ 0% $ 50,000.00 011 Manufacturing at Romtec facilities (monthly progress) $ 170,000.00 $ 0% $ 170,000.00 012 Delivered $ 23,985.87 $ 0% $ 23,985.87 013 Sourcewell Discount $ (12,199.30) $ 0% $ (12,199.30) 014 Multiple Buildings Discount $ (4,879.72) $ 0% $ (4,879.72) 015 Freight $ 4,103.00 $ 0% $ 4,103.00 016 Sales Tax $ 17,585.28 $ 0% $ 17,585.28 Supply • South Building 018 Production and Delivery of Building Authorized $ 95,000.00 $ 0% $ 95,000.00 019 Manufacturing at Romtec facilities (monthly progress) $ 325,000.00 $ 0% $ 325,000.00 020 Delivered $ 46,129.15 $ 0% $ 46,129.15 021 Sourcewell Discount $ (23,306.46) $ 0% $ (23,306.46) 022 Multiple Buildings Discount $ {9,322.58) $ 0% $ {9,322.58) 023 Freight $ 10,000.00 $ 0% $ 10,000.00 024 Sales Tax $ 33,596.26 $ 0% $ 33,596.26 Change Orders GRAND TOTALS $ 1 555 713.31 s -5 -5 -00/o 5 1 555 713.31 PR-PSA-24001P City Attorney Approved Version 5/22/2024 Page 25 Romtec storing the completed building packages for ninety (90) days after the agreed delivery date, the City shall be required to accept delivery and find its own means of storage if the City is still not ready to install the building packages. CANCELLATION The City at its sole discretion may elect to cancel this agreement in accordance with paragraph 23. If City elects to cancel this agreement after the signed Professional Services Agreement is executed and the Design Submittal Package with Full Sealed Plan Set is in progress or is fully completed, the city will pay the $80,000 cancellation fee. The partially or fully completed Design Submittal Package with Full Sealed Plan Set will then become the property of the City of Carlsbad and cannot be used by Contractor or others. If City elects to cancel this agreement after Notice to Proceed on Production: Contractor will stop production immediately. The city will pay the invoices for work completed before the Cancellation Request, minus any surplus/salvage value Contractor is willing to offer the City of Carlsbad whereby those materials can be utilized on another Contractor’s project. Freight/Packaging charges will not be applied to materials not shipped. Design Submittal Package with Full Sealed Plan Set will then become the property of the City of Carlsbad and cannot be used by Contractor or others. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 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 7/19/2024 k.p.d. Insurance LLC1111 Gateway LoopSpringfield OR 97477 541-741-0550 541-741-1674 License#: PC-1210733 Westchester Surplus Lines Insurance Company 10172 ROMTECI01C Lloyd's 15792ROMTEC, Inc.ROMTEC Utilities, Inc.18240 North Bank RoadRoseburg OR 97470-8416 Continental Casualty Company 20443 The Continental Insurance Company 35289 SAIF Corporation 36196 Zurich American Insurance Company 16535 787387643 D X 1,000,000 X 100,000 X STOP GAP 15,000 1,000,000 2,000,000 X Y Y 7036879302 3/31/2024 3/31/2025 2,000,000 C 1,000,000 X X X X HIRED AUTO PHYS DAMAGE 7036879297 3/31/2024 3/31/2025 $500 COMP DEDUCT $500 COLL DEDUCT D X X 5,000,00070368793163/31/2024 3/31/2025 5,000,000 X 10,000 EFEF X62141989978917327969541216 7/1/20247/1/20247/1/20247/1/2024 7/1/20257/1/20257/1/20257/1/2025 X 1,000,000 1,000,000 1,000,000 DBA INSTALLATION FLOATERPROFESSIONAL LIABILITYPOLLUTION LIABILITY 7036911309B0621PROMT000324G70918419005 3/31/20243/31/20243/31/2023 3/31/20253/31/20253/31/2025 $2,000,000 LIMIT$2,000,000 LIMIT$2,000,000 LIMIT $2,500 DEDUCTIBLE$7,500 DEDUCTIBLE$10,000DEDUCTIBLE CYBER LIABILITY COVERAGE PROVIDED BY HOUSTON CASUALTY COMPANY - POLICY H24NGP22394401 - NAIC #42374 - $2,000,000 LIMIT / $5,000DEDUCTIBLE* Additional Insured Does Not Apply to Workers' Compensation RE: Veterans MemorialCity of Carlsbad, its Officials, Employees and Volunteers are included as Additional Insureds, per forms CNA75079XX_0322, which includesProducts/Completed Operations and form CNA75101XX_0115, which includes Primary and Non-Contributory coverage and Waiver of Subrogation. City of Carlsbad1200 Carlsbad Village DriveCarlsbad CA 92008-1949 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 ACORD® I ~ I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I 03/31/2024 7036879302 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage; 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 B. 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 Insured Name: Copyright CNA All Rights Reserved. Policy No: Endorsement No: Effective Date: 03/31/2024 7036879302 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 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 of3 Insured Name: Copyright CNA All Rights Reserved. Policy No: Endorsement No: Effective Date: 03/31/2024 7036879302 Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 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 add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: A. 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 the 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 stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (3-22) Page 3 of 3 Insured Name: Copyright CNA All Rights Reserved. Policy No: Endorsement No: Effective Date: Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 "' I iiiiiiii ,-------!!!!!!!! - iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured • Primary And Non-Contributory To Additional lnsured's Insurance 3. Bodily Injury -Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury -Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability -Damage To Premises 12. Medical Payments 13. Non-owned Aircraft Coverage 14. Non-owned Watercraft 15. Personal And Advertising Injury-Discrimination or Humiliation 16. Personal And Advertising Injury -Limited Contractual Liability 17. Property Damage -Elevators 18. Supplementary Payments 19. Property Damage -Patterns, Mol,ds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation -Blanket CNA75101XX (1-15) Policy No: 7036879302 Page 1 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03/31 /2023 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, 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) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertis.ing injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, biut only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipme1nt Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named lnsured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. CNA75101XX (1-15) Policy No: 7036879302 Page 2 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03 / 31 /2O23 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 ~ I iiiiiiii -iiiiiiii !!!!!!!! - iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operntions performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named lnsured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operntions performed by, on behalf of, or for such additional insured. H. State or Governme1ntal Agency or Subdivision or Political Subdivisions -Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named lnsured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA75101XX (1-15) Policy No: 7036879302 Page 3 of 14 Endorsement No: 1 VALLEY FORGE I NSURANCE COMPANY Effective Date: 03/31 /2023 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Ins ured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named lnsured's acts or omissions; or b. the acts or omissions of those acting on the Named lnsured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container: e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distrib1ution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or f. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA75101XX (1-15) Policy No: 7036879302 Page 4 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03 / 31 /2O2 3 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 lo I iiiiiiii -== !!!!!!!! - iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products-completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liiable because of the Named lnsured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. for bodily injury, property damage, or personal and advertising injury arising out of the rendering or failure to render any professional service; 2. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 3. for bodily injury or property damage included within the products-completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED · PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sic!kness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA75101XX (1-15) Page 5 of 14 VALLEY FORGE I NSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03/31 /2023 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named lnsured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named lnsured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO 15 AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES I PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. CNA75101XX (1-15) Policy No: 7036879302 Page 6 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03 I 31 /2O23 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 f8 I iiiiiiii ---!!!!!!!! - iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damage-s from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. 7. EXPECTED OR INTENDED INJURY-EXCEPTION FOR REASONABLE FORCE Under COVERAGES -Coverage A -Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named lnsured's primary business purpose, and only if: (1) such bodily injury is caused by an occurre,nce that takes place in the cove·rage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and B. Under COVERAGES, Coverage A -Bodily Injury And Property Damage Liability the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA75101XX (1-15) Policy No: 7036879302 Page 7 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03/31 /2023 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement Contractual Liability the lnsured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional excl1usions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or allleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named lnsured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; C. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA75101XX (1-15) Policy No: 7036879302 Page 8 of 14 Endorsement No: 1 VALLEY FORGE INSURANCE COMPANY Effective Date: 03 / 31 /2O23 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 ill I iiiiiiii --!!!!!!!! - iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named lnsured's employees are Insureds with respect to: (1) bodily injury to a co-employee while in the course of the co-employee's employment by the Named Insured o:r while performing duties related to the conduct of the Named lnsured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named lnsured's business; when such bodily injury arises out of a health care incident. the Named lnsured's volunteer workers are Insureds with respect to: (1) bodily injury to a co-volunteer worker while performing duties related to the conduct of the Named lnsured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor the conduct of a current or past limited liability company in which a Named lnsured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA75101XX (1-15) Policy No: 7036879302 Page 9 of 14 Endorsement No: 1 VALLEY FORGE I NSURANCE COMPANY Effective Date: 03/31 /2023 Insured Name: ROMTEC , INC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11 . LEGAL ILIABILITY -DAMAGE TO PREMISES A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Excllusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. 8 . Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Excllusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $200,000. unlless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named lnsured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: CNA75101XX (1 -15) Page 10 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03 / 31 /2O2 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 I iiiiiiii -= -iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expe-nse Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C -Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the parag,raph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragrnph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY-DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exd usions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or CNA75101XX (1-15) Page 11 of 14 VALLEY FORGE I NSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03/31 /2023 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, le-ase or sub-leas,e or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSUREDS of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY -LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B -Personal and Advertising Injury Liability, the paragraph entitled Exd usions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in tihe absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named lnsured's business under which the Named Insured assumes the tort liabillity of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. CNA75101XX (1-15) Page 12 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03 / 31 /2O2 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 I iiiiiiii ;;;;;;;;;: = -= -iiiiiiii -- CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, nec.essary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY • LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B -Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE -ELEVATORS A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Excllusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE -ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 18. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1 ,000. limit. 19. PROPERTY DAMAGE ·· PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE· PATTERNS MOLDS AND DIES coverage, and this limit: A. is included within the General Aggregate Limit as described in LIMITS OF INSURAN·CE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. CNA75101XX (1-15) Page 13 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03/31 /2023 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 2A1B0649-A41E-49BC-BBD1-85B12420CE06 CNA CNA PARAMOUNT Manufacturers' General Liability Extension Endorsement 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named lnsured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of th is Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75101XX (1-15) Page 14 of 14 VALLEY FORGE INSURANCE COMPANY Insured Name: ROMTEC , INC Policy No: 7036879302 Endorsement No: 1 Effective Date: 03 / 31 /2O23 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.