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HomeMy WebLinkAboutHoch Consulting APC; 2021-11-30; PSA22-1613CA(Attachment W) DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA MASTER AGREEMENT FOR WATER/WASTEWATER ASSET MANAGEMENT SERVICES HOCH CONSUL TING, APC THIS AGREEMENT is made and entered into as of the ______ day of _________ , 2021, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Hoch Consulting, APC., a California corporation, hereinafter referred to as "Contractor." RECITALS A.CMWD requires the professional services of a consulting firm that is experienced in the water and wastewater asset management field. B.The professional services are required on a non-exclusive, project-by-projectbasis. C.Contractor has the necessary experience in providing professional services andadvice related to water and wastewater asset management D.Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORKCMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor und_er this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2.STANDARD OF PERFORMANCEWhile performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2021, through November 30, 2024. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10)days after receipt of notification to proceed by CMWD and be completed within the time General Counsel Approved Version 6/12/18 1 of 10 30th November DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per agreement year. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. General Counsel Approved Version 6/12/18 2 of 10 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F?BB2E PSA22-1613CA 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, 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 subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. General Counsel Approved Version 6/12/18 3 of 10 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. General Counsel Approved Version 6/12/18 4 of 10 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Ari Elden Title Vice President/ Principal Engineer Address 804 Pier View Way, Suite 100 ------~'-'-------- Phone Mobile Email O c ea n side , CA 92054 858-945-5219 858-945-5219 aelden@hochconsulting .com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. 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 Confl ict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[:29 NoO 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regu lations 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to General Counsel Approved Version 6/12/18 5 of 10 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in _ this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is General Counsel Approved Version 6/12/18 6 of 10 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. 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. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill 7 of 10 General Counsel Approved Version 6/12/18 DocuSign Envelope ID: 6F53717C-B3E4-4B34-9783-BA8994F7BB2E PSA22-1613CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of water and wastewater asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition Assessment/ Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation / Replacement Planning F. GIS / Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. General Counsel Approved Version 6/12/18 9 of 10 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 10/08/2021 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Champion Risk & Insurance Services, L.P. ri:JgNJo Extl: 858 369 7900 I FAX 12250 El Camino Real, Ste 375 (A/C Nol: 760 496 2816 San Diego CA 92130 ~ilJ~ss, certsonly@championrisk.net INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Continental Casualty Co 20443 INSURED HOCHC-1 INSURER B: CNA Insurance Companies 20508 Hoch Consulting APC INSURER c : Prooertv and Casualtv Insurance Comoanv of Hartforc 804 Pier View Way, Suite 100 30147 Oceanside CA 92054 INSURERD : INSURERE : INSURER F: COVERAGES CERTIFICATE NUMBER: 84075450 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF ,~g~J%~1 LTR ,,.,en lun,n POLICY NUMBER /MM/DDNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y y B607 4671505 4/28/2021 4/28/2022 EACH OCCURRENCE $2,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED -PREMISES /Ea occurrence) $300,000 -MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY -$2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 =7 0PRO-DLoc PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY y BUA7014679091 -2/13/2021 2/13/2022 COMBINED SINGLE LIMIT /Ea accident\ $ 1000000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accidenl) $ --NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS rPer accident\ $ --$ A X UMBRELLA LIAB MOCCUR y 6074671519 4/28/2021 4/28/2022 EACH OCCURRENCE $3,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 OED I I RETENTION$ $ WORKERS COMPENSATION X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER 1 nnn nnn Y/N C ANY PROPRIETOR/PARTNER/EXECUTIVE [KJ y 72 WEC AN3L 1T 9/28/2021 9/28/2022 E.L. EACH ACCIDENT $ 1 000 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A Professional liablity MCH288376343 5/15/2021 5/15/2022 each claim 2,000,000 05-15-2013 retro date aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad/CMWD are included as "additional insured's" with endorsements for Primary/Non-Contributory coverage and Waiver of subrogation in their favor. 30 Day notice of cancellation applies. This insurance applies to all projects with the City. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 947 AUTHORIZED REPRESENTATIVE Murrieta, CA 92564 17)1 4 eJ. v'PtlJ f -· · I J' •i, ·-·-· \ '" "-,-.... ._ ____ .,,...,J © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this Coverage Part; 3. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this Coverage Part; and 4. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. OTHER INSURANCE (Section H. 2 & 3) of the Businessowners Common Policy Conditions are deleted and replaced with the following: 2. This insurance is excess over any other valid and collectible insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing to the additional insured's own coverage. This insurance is excess over any other valid and collectible insurance to which the additional insured has been added as an additional insured by endorsement. 3. When this insurance is excess, we will have no duty under Coverages A or B to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured S8-146968-A31 (Ed. 01/06) SB-146968-A31 (Ed . 01/06) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other valid and collectible insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other valid and collectible insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (Section K.2) of the Businessowners Common Policy Conditions is deleted and replaced with the following: 2. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products- completed operations hazard." Page 2 of 2 (Version 1.0) POLICY NUMBER: B6074671505 C'NA SB-300120-C (Ed . 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION -WITH PRODUCTS COMPLETED OPERATIONS COVERAGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM SCHEDULE* Name Of Person Or Organization: City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 * Information required to complete this Schedule, if not shown on this endorsement, will be shown in the Declarations. A. The following is added to Paragraph C. Who Is An Insured: 4. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury," caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf in the performance of your ongoing operations for the additional insured(s); at the location(s) designated above; or c. "Your work" that is included in the "products-completed operations hazard" and performed for the additional insured, but only if this Policy provides such coverage, and only if the written contract or written agreement requires you to provide the additional insured such coverage. B. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of: 1. The rendering of, or the failure to render any professional architectural, engineering, or surveying services, including: SB-300120-C (Ed . 06/11) (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. 2. "Bodily Injury," "property damage," or "personal and advertising injury" arising out of any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Policy. C. The following is added to Paragraph H. of the Businessowners Common Policy Conditions: H. Other Insurance This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. Page 1 of 1 ;;;;;;;;;;;;; -!!!!!!!!! -- -= (i) Within 12 months after we pay the actual cash value; or SB146916D (Ed. 12-19) (ii) Within 36 months after we pay the actual cash value if the loss or damage relates to a state of emergency under California Law. The following provision applies to real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit. If you, acting in good faith and with reasonable diligence, encounter a delay or delays in approval for, or reconstru ction of, the residence that are beyond your control, we shall provide one or more additional extensions of six months for good cause. Circumstances beyond your control include, but are not limited to: (i) Unavoidable construction permit delays; (ii) The lack of necessary construction materials; or (iii) The unavailability of contractors to perform the necessary work. Nothing in this paragraph (b) constitutes a waiver of our right to deny the claim for any valid reason or to restrict payment in cases of suspected fraud. (7) Tenants Improvements and betterments at: (a) Replacement cost in accordance with the terms set form in paragraph (1)(b) above. (b) A proportion of your original cost if the property is not repaired or replaced. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the loss or damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing if others pay for repairs or replacement. B. The Businessowners Common Policy Conditions are amended as follows: 1. Paragrap~s A.2. and A.3. cahiellation are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured at the mailing address shown in the policy and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: 19 dc1ys j:,fpfore the effective date of cancellationdf wrp c.:3ncel tor (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effectivedate of cancellation if we cancel for any other reason:: 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: SB146916D (Ed. 12-19) Page 2 of 6 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. SB146916D (Ed. 12-19) (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. (5) Failure by you or your representative to implement reasonable loss control requirements, agreed to by you as a condition of policy issuance, or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6) A determination by the Commissioner of Insurance that the: (a) Loss of, or changes in, our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b) Continuation of the policy coverage would: (i) Place us in violation of California law or the laws of the state where we are domiciled; or (ii) Threaten our solvency. (7) A change by you or your representative in the activities or property of the commercial or industrial enterprise, which results in a materially added, increased or changed risk, unless the added, increased or changed risk is included in the policy. b. We will mail or deliver advance written notice of cancellation, stating the reason for cancellation, to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, at least: (1) 10 days before the effective date of cancellati on if we cancel for nonpayment of premium or discovery of fraud; or (2) 30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph 3.a. 2. The following provision is added to Paragraph A. Cancellation: 7. Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household personal property in a residential unit, if such coverage is written under one of the following: a. If such coverage has been in effect for 60 days or less, and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in Paragraphs b. and c. below. b. We may not cancel this policy solely because the first Named Insured has: (1) Accepted an offer of earthquake coverage; or (2) Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA) that included an earthquake policy premium surcharge. However, we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. SB146916D (Ed. 12-19) Page 3 of 6 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. ------!!!!!!!! ----= - -= SB146916D (Ed . 12-19) c. We may not cancel such coverage solely because corrosive soil conditions exist on the premises. This Restriction c. applies only if coverage is subject to one of the following, which exclude loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not cancel this Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may cancel: a. When you have not paid the premium, at any time by letting you know at least 10 days before the date cancellation takes effect; b. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives are discovered that materially increase any of the risks insured against; or c. If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures arid surface landscape, which result in the property becoming uninsurable. 3. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This policy; b. The Covered Property; c. That insured's interest in the Covered Property; or d. A claim under this policy. 4. Paragraph C. Concealment, Misrepresentation Or Fraud is replaced by the following with respect to loss or damage caused by a Covered Cause of Loss other than fire: This policy is void if any insured, whether before or after a loss, has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a. This policy; b. The Covered Property; c. An insured's interest in the Covered Property; or d. A claim under this policy. 5. The following paragraph is added and supersedes any provisions to the contrary: M. Nonrenewal 1. Subject to the provisions of Paragraphs 2. and 3. below, if we elect not to renew this pol icy, we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days, but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured, and to the producer of record, at the mailing address shown in the policy. 2. Residential Property Th is provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units, and to coverage on tenants' household property contained in a residential unit. We may elect not to renew such coverage for any reason, except that we will not refuse to renew such coverage solely because: SB146916D (Ed. 12-19) Page 4 of 6 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. a. The first Named Insured has accepted an offer of earthquake coverage. SB146916D (Ed. 12-19) However, the following applies only to insurers who are associate participating insurers as established by Cal. Ins. Code Section 10089.16. We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1) The non renewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2) The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition. A hazardous condition includes, but is not limited to, a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims; or (3) We have: (a) Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b) Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable, and that is responsive to the changes in ou r reinsurance position. b. The first Named Insured has cancelled or did not renew a policy, issued by the California Earthquake Authority that included an earthquake policy premium surcharge. c. Corrosive soil conditions exist on the premises. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter, as determined by California Law, we may not nonrenew this Policy for one year, beginning from the date the state of emergency is declared, solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may nonrenew: a. If willful or grossly negligent acts or omissions by the named insured, or his or her representatives, are discovered that materially increase any of the risks insured against; or b. If losses unrelated to the post-disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or c. If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3. We are not required to send notice of nonrenewal in the following situations: a. If the transfer or renewal of a policy, without any changes in terms, conditions, or rates, is between us and a member of our insurance group. b. If the policy has been extended for 90 days or less, provided that notice has been given in accordance with Paragraph 1. c. If you have obtained replacement coverage, or if the first Named Insured has agreed, in writing, within 60 days of the termination of the policy, to obtain that coverage. d. If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e. If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. SB146916D (Ed. 12-19) Page 5 of 6 Copyright, CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. iiiiiiii iiiiiiii ----......... - -......... S81469160 (Ed. 12-19) f. If we have made a written offer to the first Named Insured, in accordance with the timeframes shown in Paragraph 1., to renew the policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. All other terms and conditions of the Policy remain unchanged. S81469160 (Ed. 12-19) Page 6 of 6 Copyright. CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -EXCLUDING PRODUCTS/COMPLETED OPERATIONS Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100120012-1 07/03/2021 Clark Land Resources, Inc. I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required to include as an Additional Insured on this Policy by written contract in effect during the policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage", but only for the vicarious liability imposed on the Additional Insured provided that such liability is caused by the sole negligent conduct of the Named Insured. However: 1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured. B. The insurance provided to the Additional Insured under this endorsement is limited as follows: 1. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" included in the "products-completed operations hazard." 2. Any insurance provided by this endorsement to an Additional Insured shall be excess over any other valid and collectible insurance available to the Additional Insured whether primary, excess, contingent or on any other basis unless a written contract specifically requires that this insurance apply on a primary or primary and noncontributory basis. 3. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured. 4. This insurance does not apply to "bodily injury" or "property damage "arising out of the sole negligence of the Additional Insured or any employees of the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or 2. Available under the applicable limits of insurance; whichever is less . This endorsement shall not increase the applicable limits of insurance. CAS5015 0420 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager I 7/26/2021 10:20:52 AM (PDT) I Page 2 of 9 Page 1 of 2 D. Duties of the Additional Insured in the event of "occurrence", claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence", a claim which is made or a "suit", to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Ad ditional Insu red may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY RE MAIN UNCHANGED. CASS0lS 0420 Page 2 of 2 63034622 I 21/22 GL AU UMB WC I Nina Lautenschl ager I 7/26/2021 10:20:52 AM (PDT) I Page 3 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -MANAGERS OR LESSORS OF PREMISES Attached Ta and Forming Part of Policy Effective Date of Endorsement Named Insured 0100120012-1 07/03/2021 Clark Land Resources, Inc. I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but: 1. Only if such written contract was executed prior to the "bodily injury" or "property damage" and is in effect at the time the "bodily injury" or "property damage" occurs; and 2. Only with respect to such person or organization's vicarious liability for "bodily injury" or "property damage" as manager or lessor of that part of the premises leased to you; and 3. Solely for liability caused by the ownership, maintenance or use of that part of the premises leased to you by such person or organization. However: 1. The insurance afforded to such Additional Insured only applies to the extent pe rmitted by law; and 2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured. B. With respect to the insurance afforded to the Additional Insured, the following additional exclusions apply: 1. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured; or c. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The sole negligence of the Additional Insured or any employees of the Additional Insured; or (2) Any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage. 2. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is add ed to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or CAS5017 0420 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager / 7/26/2021 10:20 :52 AM (PDT) I Page 4 of 9 Page 1 of 2 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. D. Duties of the Additional Insured in the event of an "occurrence", offense, claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence", an offense which may result in a claim, a claim which is made, or, a "suit" to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS5017 0420 Page 2 of 2 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager I 7/2 6/2021 10:20:52 Af1 (PDT) I Page s of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -MORTGAGEE, ASSIGNEE, OR RECEIVER Attached To and Farming Part of Policy Effective Date of Endorsement 0100120012-1 07/03/2021 I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE Named Insured Clark Land Resources, Inc. A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but: 1. Only if such written contract was executed prior to the "bodily injury" or "property damage" and is in effect at the time the "bodily injury" or "property damage" occurs; and 2. Only with respect to such person or organization's vicarious liability for "bodily injury" or "property damage" as mortgagee, assignee, or receiver; and 3. Solely for liability caused by the ownership, maintenance or use of the premises by you and for which such person or organization is mortgagee, assignee, or receiver. However: 1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured. B. With respect to the insurance afforded to the Additional Insured, the following additional exclusion applies: 1. This insurance does not apply to any structural alterations, new construction or demolition operations performed by or for the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CAS5016 0420 63034622 I 21/22 GLAU UMB WC I Nina Lautenschl ager I 7/26/2021 10:20:52 AM (PDT) I Page 6 of 9 Page 1 of 2 D. Duties of the Additional Insured in the event of an "occurrence", claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence" which may result in a claim, a claim which is made, or, a "suit" to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS5016 0420 Page 2 of 2 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager I 7/26/2021 10,20,52 AM {PDT) I Page 7 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US-BLANKET Attached To and Forming Part of Policy Effective Date of Endorsement 0100120012-1 07/03/2021 Additional Premium: I Return Premium: $0 $0 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE Named Insured Clark Land Resources, Inc. SECTION IV -CONDITIONS, 8. Transfer of Rights of Recovery against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against persons or organizations because of payments we make for injury or damage arising out of "your work" done under a written contract with that person or organization wherein you have agreed to provide this waiver. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS4002 0110 Page 1 of 1 63034622 I 21/22 GL AU UMB WC I Nina Lautenschlager J 7/26/2021 10 : 20: 52 AM (PDT) I Page 8 of 9