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HomeMy WebLinkAboutDKF Solutions Group LLC; 2024-08-22; PSA25-3483UTILPSA25-3483UTIL City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR EMERGENCY BYPASS TRAINING SERVICES DKF SOLUTIONS GROUP, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and DKF Solutions Group, LLC, a limited liability company ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in sewer bypass training. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one hundred eighty (180) working days from the date written above. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed six thousand four hundred and fifty dollars ($6,450). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 August 22nd PSA25-3483UTIL City Attorney Approved Version 5/22/2024 Page 2 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. 5. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 6. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a 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. 7. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 PSA25-3483UTIL City Attorney Approved Version 5/22/2024 Page 3 insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 8. 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. For City For Contractor Name Stephanie Harrison Name David Patzer Title Utilities Technical Services Manager Title Department Utilities Department Address 170 Dogwood Lane City of Carlsbad Vallejo, CA 94591 Address 5950 El Camino Real Phone No. (800)215-5206 Carlsbad, CA 92008 Email dpatzer@dkfsolutions.com Phone No. 442-339-2310 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 9. 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 10. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 11. 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) Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 PSA25-3483UTIL City Attorney Approved Version 5/22/2024 Page 4 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. 12. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 13. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 14. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 15. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. 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. 18. 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. 19. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 PSA25-3483UTIL City Attorney Approved Version 5/22/2024 Page 5 Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR DKF SOLUTIONS GROUP, LLC, a limited liability company CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) AMANDA L. FLESSE, Utilities Director, as authorized by the City Manager David Patzer, Managing Member (print name/title) By: ATTEST: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 24th July Exhibit “A” Scope of Services DKF Solutions Group, LLC (DKF) agrees to provide on-site training to City of Carlsbad employees on how to conduct a sewer bypass. The fee for the training is $6,450 and the training will include: •Classroom instructions for up to 13 employees (2-2.5 hours) and hands on training for up to 11 employees. •The two drill sessions will accommodate up to 6 employees per session The following topics will be covered in the training: 1.What is a bypass? 2.Why do we need to bypass? 3.Emergency vs. Planned. 4.Different types of pumps available. 5.Considerations for setup (type of pump, configuration, route and inspecting equipment prior to use). 6.How to read a pump curve. 7.Understanding friction loss and total dynamic head. 8.Establishing prime and dealing with suction loss. 9.Dealing with cavitation. 10.Air relief valves (use or don’t use?). 11.WD40 and gaskets for each connection? 12.Securing the discharge end. 13.Maintaining a bypass. 14.Removing the bypass and stowing the equipment. 15.Practical hands-on setup and removal of a bypass. Details: •Instructor will coordinate with city staff to conduct a site visit one to two weeks prior to the training to inspect the equipment to be used in the drills, determine site and route of bypass, and collect information/pictures needed to tailor the training. •On-site training date will be arranged at a date/time convenient to both the instructor and the city. •The classroom instruction and the two drills will occur on the same day between 7am and 4:30pm. •The training will be held at city facilities. PSA25-3483UTIL Exhibit "A" Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 Item # Item description Cost Notes 1 One classroom instruction for 13 employees and hands-on drills for 11 employees on Conducting a Sewer Bypass. Class Overview: 1. What is a By-Pass2. Why do we need to by-pass 3. Emergency vs Planned 4. Different types of pumps available 5. Considerations for setup (type of pump, configuration, route and inspecting equipment prior to use)6. How to read a pump curve 7. Understanding friction loss and Total Dynamic Head 8. Establishing prime and dealing with suction loss 9. Dealing with Cavitation 10. Air Relief Valves (use or don't use?) 11. WD40 and gaskets each connection? 12. Securing the discharge end 13. Maintaining a By-Pass 14. Removing the By-Pass and stowing the equipment 15. Practical hands-on setup and remove By-Pass 6,450.00$ This event require 2 days: •1 day 2 weeks prior to the training to conduct site visit to inspect equipment to be used in the drills and determine site and route of bypass drills and collect information/pictures to tailor the training mtls•Day 1 of training will consist of 2-2.5hours of classroom instruction followed by 2 drill sessions with up to 6 employees per session Fee includes reasonable travel costs, inlcuding 1 night hotel 6,450.00$ Attachment 1.0: Carlsbad, City of - Proposal #2406668-1 Total Fee PSA25-3483UTIL Exhibit "A" (continued) Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA 1E (MM/DD/YYYY) ~ 03/04/2024 ,.,---, THIS CERllFICA TE IS ISSUED AS A MA TIER OF INFORM A 11ON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERllFICA TE DOES NOT AFFIRMA llVEL Y 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 REPRESENTAllVE OR PRODUCER, AND THE CERllFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGAllON IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Paragon Commercial Insurance Brokers i)\~gN~o Extl: (415)971-9111 I FAX IA/C Nol: (415)358-9410 One Sansome Street Suite 3500 E-MAIL info@com mercial riskgrou p. com ADDRESS: INSURER(S} AFFORDING COVERAGE NAIC # San Francisco CA 94104 INSURER A : Travelers Insurance Company 38130 INSURED INSURER B: Travelers Insurance Company 38130 DKF Solutions Group, LLC INSURERC : RLI Insurance Company 13056 170 Dogv.ood Lane INSURERD : INSURERE: Vallejo CA 94591 INSURERF : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: TH IS 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 AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, TH E INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE IN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR ""~n ,.n,n POLICY NUMBER IM M/DD/YYYYI IMM/DD/YYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 f--D CLAIMS-MADE [X] OCCUR DAMAGE TO RENTED f--PREMISES /Ea occurrence1 $ 1,000,000 f--MED EXP (Any one person) $ 10,000 A y y 680-8><765120-24-42 03/19/2024 03/19/2025 PERSONAL & ADV INJURY $ 2,000,000 f-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 P9 □PRO-D Loc PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 /Ea accident1 f-- ANY AUTO BODILY INJURY (Per person) $ f---OWNED SCHEDULED A AUTOS ONLY AUTOS y 680-8><765120-24-42 03/19/2024 03/19/2025 BODILY INJURY (Per accident) $ x HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident) $ X UMBRELLA LIAB ~OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE CUP-8><765943-24-42 03/19/2024 03/19/2025 AGGREGATE $ 1,000,000 X OED I I RETENTION$ 10,000 $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER YI N ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH} E.L DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIM ff $ Professional Liability Aggregate $2,000,000 C RTP0041705 03/19/2024 03/19/2025 Occurrence $2,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF lHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Carlsbad Village Drive AUTHORIZED REPRESENTATIVE ~-2?.'s~-=-- I Carlsbad CA 92008 Fax: Email : © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 POLICY NUMBER: 680-8X765120-24-42 EFFECTIVE DATE: 03/19/2024 ISSUE DATE: 02/16/2024 LISTING OF FORMS, ENDORSEMENTS AND SCHEDULE NUMBERS THIS LISTING SHOWS THE NUMBER OF FORMS, SCHEDULES AND ENDORSEMENTS BY LINE OF BUSINESS IL TO 19 02 05 MP TO 01 02 05 IL TS 01 01 01 IL T3 15 09 07 BUSINESSOWNERS MP Tl 30 02 05 MP Tl 02 02 05 MP Tl 05 02 05 MP T3 67 08 15 MP TS 22 08 07 MP T3 25 01 21 MP T3 50 11 06 MP T3 56 02 08 MP T4 90 05 10 MP TS 08 02 20 COMMON POLICY DECLARATIONS BUSINESSOWNERS COVERAGE PART DECLARATIONS FORMS ENDORSEMENTS AND SCHEDULE NUMBERS COMMON POLICY CONDITIONS TABLE OF CONTENTS -BUSINESSOWNERS COVERAGE PART - DELUXE PLAN BUSINESSOWNERS PROPERTY COVERAGE SPECIAL FORM AMENDATORY PROVISIONS -OFFICES PROFESSIONAL SERVICES PREMIER ENDORSEMENT CALIFORNIA AMENDATORY PROVISIONS FEDERAL TERRORISM RISK INSURANCE ACT DISCLOSURE EQUIPMENT BREAKDOWN -SERVICE INTERRUPTION LIMITATION AMENDATORY PROVISIONS -GREEN BUILDING AND BUSINESS PERSONAL PROP COV ENHANCEMENTS LIMIT OF INS/OCCURRENCE ENDT -CALIFORNIA CALIFORNIA CHANGES COMMERCIAL GENERAL LIABILITY CG TO 34 02 19 CG Tl 00 02 19 CG D3 09 02 19 CG D9 10 09 21 CG Dl 05 04 94 CG D2 03 12 97 CG D8 42 02 19 CG D4 21 07 08 CG D5 59 02 19 CG D6 18 10 11 CG D6 39 05 12 CG D9 44 01 23 CG D1 42 02 19 TABLE OF CONTENTS -COMMERCIAL GENERAL LIABILITY COVERAGE FORM CG Tl 00 02 19 COMMERCIAL GENERAL LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT -PRODUCTS-COMPLETED OPERATIONS HAZARD AMENDMENT OF INTELLECTUAL PROPERTY EXCLUSION BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS AMEND -NON CUMULATION OF EACH OCC XTEND ENDORSEMENT FOR SMALL BUSINESSES AMEND CONTRAL LIAB EXCL -EXC TO NAMED INS EXCLUSION -PORTFOLIO COMPANY EXCLUSION -VIOLATION OF CONSUMER FINANCIAL PROTECTION LAWS EXCLUSION -PROFESSIONAL FINANCIAL SERVICES EXCLUSION -VIOLATION OF BIOMETRIC INFORMATI ON PRIVACY LAWS EXCLUSION -DISCRIMINATION MULTIPLE SUBLINE ENDORSEMENTS CG T3 33 11 03 LIMITATION WHEN TWO OR MORE POLICIES APPLY IL T8 01 01 01 PAGE: 1 OF 2 Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance -The following limits of liability apply: 1. The limits which you agreed to provide; or 2. The limits shown on the declarations, whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services. CG D1050494 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions: A. CANCELLATION 1. The first Named Insured shown in the Decla- rations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy or any Coverage Part by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of can- cellation if we cancel for nonpayment of premium; or b. no days before the effective date of can- cellation if we cancel for any other rea- son. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. If the policy is cancelled, that date will become the end of the policy period. If a Coverage Part is cancelled, that date will become the end of the policy period as respects that Coverage Part only. 5. If this policy or any Coverage Part is can- celled, we will send the first Named Insured any premium refund due. If we cancel, the re- fund will be pro rata. If the first Named In- sured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a re- fund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us as part of this policy. C. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and re- cords as they relate to this policy at any time dur- ing the policy period and up to three years after- ward. D. INSPECTIONS AND SURVEYS 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find;and c. Recommend changes. 2. We are not obligated to make any inspec- tions, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advi- sory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or rec- ommendations we may make relative to certi- fication, under state or municipal statutes, or- dinances or regulations, of boilers, pressure vessels or elevators. E. PREMIUMS 1. The first Named Insured shown in the Decla- rations: a. Is responsible for the payment of all pre- miums; and b. Will be the payee for any return premi- ums we pay. IL T3 15 09 07 (Rev. 03-11) lnclude5 the copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 2 Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its penmission. Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 COMMERCIAL GENERAL LIABILITY there is no other similar insurance available to that organization. 2. The following replaces the last sentence of Paragraph 3. of SECTION II -WHO IS AN INSURED: For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. D. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. E. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, Page 2 of 3 © 2018 The Travelers Indemnity Company. All rights reserved. CG DB 42 0219 Includes copyrighted material of Insurance Services Office, Inc .. with its permission. Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: COMMERCIAL GENERAL LIABILITY a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. CG D842 0219 © 2018 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. State of the art risk management tools for public agencies WORKERS’ COMPENSATION INSURANCE CERTIFICATION TO: City of Carlsbad RE: Safety Training The Consultant shall execute the following form as required by the California Labor Code, Sections 1860 and 1861: I am aware of the provisions of Section 3700 of the California Labor Code that requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code. As a Managing Partner of DKF Solutions Group, LLC, I verify that we do not have any employees who will perform work under this agreement. In the event that DKF Solutions Group hires any employees to perform work under this agreement, I will comply with the provisions of Section 3700 of the California Labor Code before commencing or continuing the performance of the work under this contract, including supplying City of Carlsad with proof of Workers’ Compensation Insurance and a Waiver of Subrogation thereto. __ DKF Solutions Group, LLC______________________ Name of Firm (Person, Firm, or Corporation) ______________________________________________ Signature of Authorized Representative __Kay Patzer, Managing Partner____________________ Name & Title of Authorized Representative ___5 August 2024____________________ Date of Signing 170 Dogwood Lane Vallejo, CA 94591-8056 www.dkfsolutions.com Docusign Envelope ID: 22E04DBD-8A19-4857-979E-1CE80C2224D6 -Solutions Group