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HomeMy WebLinkAboutCounts Unlimited Inc; 2025-10-14; PSA26-3944TRANPSA26-3944TRAN Page 1 City Attorney Approved Version 5/30/2025 AGREEMENT FOR CARLSBAD ACTIVE TRANSPORTATION COUNT SERVICES COUNTS UNLIMITED, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Counts Unlimited, Inc., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in traffic monitoring data collection. B. Contractor has the necessary experience in providing professional services and advice related to traffic monitoring data collection. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective from the date first above written to September 30, 2026. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year(s) or parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-nine thousand two hundred twenty dollars ($39,220). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 October 14th PSA26-3944TRAN Page 2 City Attorney Approved Version 5/30/2025 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize City’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. 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, 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. Contractor is responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that 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, requests for information, 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 Contractor of any other requirements as may be specified in this Agreement. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN Page 3 City Attorney Approved Version 5/30/2025 omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless 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 in this Agreement caused by any negligence, recklessness, or willful misconduct of 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 California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, 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 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 Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program 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. 11. 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. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN Page 4 City Attorney Approved Version 5/30/2025 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 City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and 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. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 11.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN Page 5 City Attorney Approved Version 5/30/2025 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Nathan Schmidt Name Kris Compos Title Transportation Planning & Mobility Manager Title Project Manager Dept Public Works Address PO Box 1178 CITY OF CARLSBAD Corona, CA 92878 Address 1635 Faraday Avenue Phone 949-400-4675 Carlsbad, CA 92008 Email counts@countsunlimited.com Phone 442-339-2734 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. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN City Attorney Approved Version 5/30/2025 Page 6 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 20. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 21. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN City Attorney Approved Version 5/30/2025 Page 7 Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 22. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 23. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN City Attorney Approved Version 5/30/2025 Page 8 25. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 26. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 28. 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. 29. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN City Attorney Approved Version 5/30/2025 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Counts Unlimited, Inc., a California corporation By: By: (sign here) PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager Abraham Campos, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Kristoffer Campos, Secretary Assistant 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: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 PSA26-3944TRAN City Attorney Approved Version 5/30/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 Counts Unlimited, Inc. ▪ PO Box 1178 ▪ Corona, CA 92878 ▪ T 951 268 6268 ▪ F 951 268 6267 ▪ www.countsunlimited.com City of Carlsbad – Active Transportation Counts Scope of Services Counts Unlimited, Inc. will perform traffic data collection in support of the City of Carlsbad’s Active Transportation Program. Traffic counts that will be conducted for this project will include 24-Hour Directional Volume Counts, and 15-Hour Pedestrian and Bicycle Counts which will be performed from 5:00 AM to 8:00 PM. All traffic counts will adhere to the following guidelines: - Counts will be conducted for 2 Weekdays, and 2 Saturdays. - Vehicle Counts will be counted for both directions for 24-hour periods. - Pedestrian/Bicycle counts will be counted for both directions and separate the side of the street for a 15-hour period from 5:00 AM to 8:00 PM. - Counts will be collected during typical Southern California weather and will not be conducted during rain. - Counts will be collected within the same week. - Data collection plan will be submitted to the City of Carlsbad staff and approved prior to any data collection occurring. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 ESTIMATE Counts Unlimited, Inc. PO Box 1178 Corona, CA 92878 counts@countsunlimited.com +1 (951) 268-6268 www.countsunlimited.com Carlsbad, City of Bill to City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Estimate details Estimate no.: 1031 Estimate date: 09/23/2025 #Product or service Description Qty Rate Amount 1.Carlsbad Active Transportation Counts - 2025 2.1. Jefferson St B/ I-5 and Marron St 2A. Carlsbad Blvd N/ State St 2B. Carlsbad Blvd S/ State St 2C. State St E/ Carlsbad Blvd 3. Carlsbad Village Dr B/ Carlsbad Blvd and Harding St 4. Carlsbad Blvd B/ Carlsbad Village Dr and Tamarack Ave 5. Garfield St B/ Walnut Ave and Sycamore Ave 6. Tamarack Ave B/ Pio Pico Dr and Valley St 7. El Camino Real B/ Chestnut Ave and Tamarach Ave 8. Kelly Dr B/ El Camino Real and Hillside Dr 9. Cannon Dr B/ El Camino Real and College Blvd 10. Cannon Dr B/ Carlsbad Blvd and El Arbol Dr 11. Carlsbad Blvd B/ Canno Rd and Palomar Airport Rd 12. Avenida Encinas B/ Cannon Rd and Palomar Airport Rd 13. Palomar Airport Rd B/ Carlsbad Blvd and Avenida Encinias 14. College Blvd B/ Faraday Ave and Palomar Airport Rd 15. El Camino Real B/ Faraday Ave and Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 Palomar Airport Rd 16. Poinsettia Ln B/ Cassia Rd and El Camino Real 17. Poinsettia Ln B/ Carlsbad Blvd and Avenida Encinas 18. Carlsbad Blvd B/ Ponto Rd and Avenida Encinas 19. Avenida Encinas B/ Carlsbad Blvd and Ponto Rd 20. Alga Rd B/ El Camino Real and El Fuerte St 21. Rancho Santa Fe Rd B/ San Elijo Rd and Camino Junipero 22. La Costa Ave B/ I-5 and El Camino Real 23. El Camino Real B/ La Costa Ave and Calle Barcelona 24. Calle Barcelona B/ El Camino Real and Rancho Santa Fe Rd 25. La Costa Ave B/ El Camino Real and Rancho Santa Fe Rd 26. Rancho Santa Fe Rd B/ La Costa Ave and Camino de los Coches 27. Carlsbad Blvd B/ Carlsbad Village Dr and Grand Ave 28. Carlsbad Blvd S/ Avenida Encinas 29. Carlsbad Village Dr E/ Pio Pico Dr 30A. Carlsbad Village Dr W/ Tamarack Ave 30B. Tamarack Ave S/ Carlsbad Village Dr 30C. Carlsbad Village Dr E/ Tamarack Ave 30D. Tamarack Ave N/ Carlsbad Village Dr 31. Cannon Rd B/ Paseo del Norte and Car Country Dr 32. Palomar Airport Rd W/ El Camino Real 33. Poinsettia Ln E/ Paseo Del Norte 34. Carlsbad Village Dr E/ Paseo Del Norte 35. Tamarack Ave B/ Park Dr and Valley St 36. Tamarack Ave B/ Pontiac Dr and Kirkwall Ave 37. Poinsettia Ln B/ Estrella Del Mar Rd and Alicante Rd 3. 4-Day Directional Speed Survey at $135 per day; $540 total per location 37 $540.00 $19,980.00 4.4-Day, 5:00 AM to 8:00 PM Pedestrian and Bicycle Counts at $130 per day, $520 total per location 37 $520.00 $19,240.00 Total $39,220.00 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 CERTIFICATE HOLDER 1988-2009 ACORD CORPORATION. All rights reserved.ACORD 25 (2009/01) SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BECANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE CANCELLATION The ACORD name and logo are registered marks of ACORD INSURED NAIC # INSURER E: INSURER D: INSURER C: INSURER B: INSURER A: INSURERS AFFORDING COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATIONONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATEHOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER OTHER LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTION DEDUCTIBLE CLAIMS MADEOCCUR EXCESS / UMBRELLA LIABILITY $ $ $ AGGREGATE $ EACH OCCURRENCE $ COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED ORMAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVEDATE (MM/DD/YYYY) POLICY EXPIRATIONDATE (MM/DD/YYYY) LIMITSADD'LINSRD AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE(Per accident)$ COMBINED SINGLE LIMIT(Ea accident)$ BODILY INJURY(Per accident)$ BODILY INJURY(Per person)$ ANY AUTO GARAGE LIABILITY OTHER THANAUTO ONLY: EA ACC AGG $ $ AUTO ONLY - EA ACCIDENT $ WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underSPECIAL PROVISIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE INS025 (200901) 10/09/2025 (855) 266-2135 Fixated Financial & Insurance Solutions, Inc. P.O. Box 2445 Newport Beach CA 92659- Counts Unlimited, Inc. P.O. Box 1178 Corona CA 92878- Travelers Indemnity Co of Con 25682 Travelers Property Casualty 25674 Travelers Property Casualty 25674 Certain Underwriters Lloyds AA1122000 Travelers Property Casualty 25674 AX X X X 660-B229292A-25 03/23/2025 03/23/2026 1,000,000 / / / / 1,000,000 / / / / 10,000 / / / / 1,000,000 / / / / 2,000,000 / / / / 2,000,000 / / / / BX X X X X COMP DED. $1,000 X COLLISION DED $1,000 BA-B2228804-25 03/23/2025 03/23/2026 / / / / 1,000,000 / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / E X X 0 CUP-B2409559-25 03/23/2025 03/23/2026 3,000,000 / / / / 3,000,000 / / / / / / / / / / / / C Y UB-B2355160-25 03/23/2025 03/23/2026 X / / / / 1,000,000 / / / / 1,000,000 / / / / 1,000,000 Professional Liab. PSN0040373426 06/10/2025 06/10/2026 Aggregate Limit 2,000,000 D / / / / Each Claim 2,000,000 / / / / Deductilbe per claim 2,500 The City of Carlsbad is named as Additional Insured as respects GL and Auto. Insurance is primary and non-contributory and waiver of subrogration applies to GL, Auto and WC. *except for 10 days notice of cancellation for non-payment of premium ( ) - ( ) - City of Carlsbad / CMWD c/o EXIGIS Ins. Compliance Svc PO box 947 Murrieta CA 92564- 30 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 ACORD 25 (2009/01) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. INS025 (200901) Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II -WHO ISAN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include asan additional insured on this Coverage Part, but: a.Only with respect to liability for "bodily injury","property damage" or "personal injury"; and b.If, and only to the extent that, the injury ordamage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contractrequiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent actsor omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance ofthis Coverage Part shown in the Declarations exceed the limits of liability required by the"written contract requiring insurance", the in­ surance provided to the additional insured shall be limited to the limits of liability requiredby that "written contract requiring insurance". This endorsement shall not increase the limits of insurance described in Section Ill -LimitsOf Insurance. d.This insurance does not apply to the render­ing of or failure to render any "professionalservices" or construction management errors or omissions. e.This insurance does not apply to "bodily in­ jury" or "property damage" caused by "yourwork" and included in the "products­ completed operations hazard" unless the "written contract requiring insurance" specifi­cally requires you to provide such coverage for that additional insured, and then the insur­ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe­ riod of time for which the "written contract re­ quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2.The following is added to Paragraph 4.a. of SEC­TION IV -COMMERCIAL GENERAL LIABILITYCONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in­surance", whether primary, excess, contingent or on any other basis, that is available to the addi­tional insured for a loss we cover. However, if youspecifically agree in the "written contract requiring insurance" that this insurance provided to the ad­ ditional insured under this Coverage Part mustapply on a primary basis or a primary and non­ contributory basis, this insurance is primary to"other insurance" available to the additional in­ sured which covers that person or organization asa named insured for such loss, and we will not share with that "other insurance". But this insur­ ance provided to the additional insured still is ex­cess over any valid and collectible "other insur­ance", whether primary, excess, contingent or on any other basis, that is available to the additionalinsured when that person or organization is an additional insured under any "other insurance". 3.The following is added to SECTION IV -COM­MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi­tional insured: a.The additional insured must give us writtennotice as soon as practicable of an "occur­ rence" or an offense which may result in aclaim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 Policy 660-B229292A-25 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY i.How, when and where the "occurrence"or offense took place; ii.The names and addresses of any injuredpersons and witnesses; and iii.The nature and location of any injury or damage arising out of the "occurrence" oroffense. b.If a claim is made or "suit" is brought against the additional insured, the additional insuredmust: i.Immediately record the specifics of the claim or "suit" and the date received; and ii.Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or 11suit" as soon as practicable. c.The additional insured must immediately send us copies of all legal papers received in con­nection with the claim or "suit", cooperate withus in the investigation or settlement of the claim or defense against the "suit", and oth­erwise comply with all policy conditions. d.The additional insured must tender the de­ fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi­tional insured is primary to that other insur­ ance available to the additional insured which covers that person or organization as a named insured. 4.The following is added to the DEFINITIONS Sec­tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or­ganization as an additional insured on this Cover­age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in­jury" is caused by an offense committed: a.After the signing and execution of the contractor agreement by you; b.While that part of the contract or agreement isin effect; and c.Before the end of the policy period. Page 2 of 2 © 2008 The Travelers Companies, Inc. CG D414 04 08 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1.The following is added to Paragraph A.1.c., WhoIs An Insured, of SECTION II -COVEREDAUTOS LIABILITY COVERAGE: This includes any person or organization who youare required under a written contract oragreement between you and that person ororganization, that is signed by you before the"bodily injury" or "property damage" occurs andthat is in effect during the policy period, to nameas an additional insured for Covered AutosLiability Coverage, but only for damages to whichthis insurance applies and only to the extent ofthat person's or organization's liability for theconduct of another "insured". 2.The following is added to Paragraph 8.5., OtherInsurance of SECTION IV -BUSINESS AUTOCONDITIONS: Regardless of the provisions of paragraph a. andparagraph d. of this part 5. Other Insurance, thisinsurance is primary to and non-contributory withapplicable other insurance under which anadditional insured person or organization is thefirst named insured when the written contract oragreement between you and that person ororganization, that is signed by you before the"bodily injury" or "property damage" occurs and that is in effect during the policy period, requiresthis insurance to be primary and non-contributory. CAT4740216 LI 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy BA-B2228804-25 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover­age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en­dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.BROAD FORM NAMED INSURED H.HIRED AUTO PHYSICAL DAMAGE -LOSS OF B.BLANKET ADDITIONAL INSURED C.EMPLOYEE HIRED AUTO D.EMPLOYEES AS INSURED E.SUPPLEMENTARY PAYMENTS -INCREASEDLIMITS F.HIRED AUTO -LIMITED WORLDWIDE COV- ERAGE -INDEMNITY BASIS G.WAIVER OF DEDUCTIBLE -GLASS PROVISIONS A.BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOSLIABILITY COVERAGE: Any organization you newly acquire or form dur­ ing the policy period over which you maintain50% or more ownership interest and that is not separately insured for Business Auto Coverage.Coverage under this provision is afforded only un­ til the 180th day after you acquire or form the or­ganization or the end of the policy period, which• ever is earlier. B.BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVEREDAUTOS LIABILITY COVERAGE: Any person or organization who is required undera written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or"property damage" occurs and that is in effect during the policy period, to be named as an addi·tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which I. USE -INCREASED LIMIT PHYSICAL DAMAGE -TRANSPORTATIONEXPENSES -INCREASED LIMIT J.PERSONAL PROPERTY K.AIRBAGS L.NOTICE AND KNOWLEDGE OF ACCIDENT ORLOSS M.BLANKET WAIVER OF SUBROGATION N.UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. C.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II -COV·ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an !finsured11 whileoperating an "auto" hired or rented under acontract or agreement in an "employee's"name, with your permission, while performingduties related to the conduct of your busi­ness. 2.The following replaces Paragraph b. in 8.5.,Other Insurance, of SECTION IV -BUSI­NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover­age, the following are deemed to be cov­ered "autos" you own: (1)Any covered "auto" you lease, hire,rent or borrow; and (2)Any covered "auto" hired or rented byyour "employee" under a contract inan "employee's" name, with your CA T3 53 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy BA-B2228804-25 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL AUTO perm1ss1on, while performing duties related to the conduct of your busi­ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". D.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us­ing a covered "auto" you don't own, hire or borrowin your business or your personal affairs. E.SUPPLEMENTARY PAYMENTS -INCREASEDLIMITS 1.The following replaces Paragraph A.2.a.(2),of SECTION II -COVERED AUTOS LIABIL­ITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in­cluding bonds for related traffic law viola­tions) required because of an "accident"we cover. We do not have to furnishthese bonds. 2.The following replaces Paragraph A.2.a.(4),of SECTION II -COVERED AUTOS LIABIL­ ITY COVERAGE: (4)All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to $500 a day be­cause of time off from work. F.HIRED AUTO -LIMITED WORLDWIDE COV­ERAGE -INDEMNITY BASIS The following replaces Subparagraph (5) in Para­graph B.7., Policy Period, Coverage Territory, of SECTION IV -BUSINESS AUTO CONDI­ TIONS: (5)Anywhere in the world, except any country orjurisdiction while any trade sanction, em­bargo, or similar regulation imposed by theUnited States of America applies to and pro­hibits the transaction of business with orwithin such country or jurisdiction, for Cov­ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrowwithout a driver for a period of 30 days or lessand that is not an "auto" you lease, hire, rentor borrow from any of your "employees",partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (a)With respect to any claim made or "suit"brought outside the United States ofAmerica, the territories and possessionsof the United States of America, PuertoRico and Canada: (i)You must arrange to defend the "in­sured" against, and investigate or set­tle any such claim or "suit" and keepus advised of all proceedings and ac­tions. (ii)Neither you nor any other involved"insured" will make any settlementwithout our consent. (iii)We may, at our discretion, participatein defending the "insured" against, orin the settlement of, any claim or"suit11• (iv)We will reimburse the "insured" forsums that the "insured" legally mustpay as damages because of "bodilyinjury" or "property damage" to whichthis insurance applies, that the "in­sured" pays with our consent, butonly up to the limit described in Para­graph C., Limits Of Insurance, ofSECTION II -COVERED AUTOS LIABILITY COVERAGE. (v)We will reimburse the "insured" forthe reasonable expenses incurred with our consent for your investiga­ tion of such claims and your defenseof the "insured" against any such "suit", but only up to and includedwithin the limit described in Para­graph C., Limits Of Insurance, of SECTION II -COVERED AUTOSLIABILITY COVERAGE, and not inaddition to such limit. Our duty tomake such payments ends when wehave used up the applicable limit of insurance in payments for damages,settlements or defense expenses. (b)This insurance is excess over any validand collectible other insurance availableto the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re­quired or compulsory insurance in anycountry outside the United States, its ter­ritories and possessions, Puerto Rico andCanada. Page 2 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 You agree to maintain all required or compulsory insurance in any such coun­try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in­surance requirements. (d)II is understood that we are not an admit­ted or authorized insurer outside theUnited States of America, its territoriesand possessions, Puerto Rico and Can­ada. We assume no responsibility for thefurnishing of certificates of insurance, orfor compliance in any way with the lawsof other countries relating to insurance. G.WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti­ ble, of SECTION Ill -PHYSICAL DAMAGECOVERAGE: No deductible for a covered "auto" will apply toglass damage if the glass is repaired rather thanreplaced. H.HIRED AUTO PHYSICAL DAMAGE -LOSS OFUSE -INCREASED LIMIT The following replaces the last sentence of Para­graph A.4.b., Loss Of Use Expenses, of SEC­TION Ill - PHYSICAL DAMAGE COVERAGE: However, the most we will pay tor any expensesfor loss of use is $65 per day, to a maximum of$750 for any one "accident". I.PHYSICAL DAMAGE -TRANSPORTATIONEXPENSES -INCREASED LIMIT The following replaces the first sentence in Para­graph A.4.a., Transportation Expenses, ofSECTION Ill -PHYSICAL DAMAGE COVER­AGE: We will pay up to $50 per day to a maximum of$1,500 tor temporary transportation expense in­curred by you because of the total theft of a cov­ered "auto" of the private passenger type. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover­age Extensions, of SECTION Ill -PHYSICALDAMAGE COVERAGE: Personal Property We will pay up to $400 tor "loss" to wearing ap­parel and other personal property which is: (1)Owned by an "insured"; and COMMERCIAL AUTO (2)In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K.AIRBAGS The following is added to Paragraph B.3., Exclu­sions, of SECTION Ill -PHYSICAL DAMAGECOVERAGE: Exclusion 3.a. does not apply to "loss" to one ormore airbags in a covered "auto" you own that in­flate due to a cause other than a cause of "loss"set forth in Paragraphs A.1.b. and A.1.c., butonly: a.If that "auto" is a covered "auto" for Compre­hensive Coverage under this policy; b.The airbags are not covered under any war-ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for anyone "loss". L.NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., ofSECTION IV -BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa­tive prompt notice of the "accident" or "loss" ap­plies only when the "accident" or "loss" is knownto: (a)You (if you are an individual); (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com­pany); (d)An executive officer, director or insurancemanager (if you are a corporation or other or­ganization); or (e)Any "employee" authorized by you to give no­tice of the "accident" or "loss". M.BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., TransferOf Rights Of Recovery Against Others To Us,of SECTION IV -BUSINESS AUTO CONDI­TIONS: 5.Transfer Of Rights Of Recovery Againstothers To Us We waive any right of recovery we may haveagainst any person or organization to the ex­tent required of you by a written contractsigned and executed prior to any "accident"or "loss", provided that the "accident" or "loss"arises out of operations contemplated by CA T3 53 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, lnc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N.UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con­cealment, Misrepresentation, Or Fraud, ofSECTION IV -BUSINESS AUTO CONDITIONS: The unintentional om1ss1on of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How­ ever this provision does not affect our right to col­lect additional premium or exercise our right of cancellation or non-renewal. Page 4 of 4 © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Non-Owned Watercraft -75 Feet Long Or Less B.Who Is An Insured -Unnamed Subsidiaries C.Who Is An Insured -Retired Partners, Members,Directors And Employees D.Who Is An Insured -Employees And VolunteerWorkers -Bodily Injury To Co-Employees, Co­ Volunteer Workers And Retired Partners,Members, Directors And Employees E.Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies F.Blanket Additional Insured -Controlling Interest G. Blanket Additional Insured -Mortgagees,Assignees, Successors Or Receivers PROVISIONS A.NON-OWNED WATERCRAFT -75 FEET LONG ORLESS 1.The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft,in Paragraph 2. of SECTION ICOVERAGES -COVERAGE A -BODILY INJURY ANO PROPERTY DAMAGELIABILITY: (2)A watercraft you do not own that is: (a)75 feet long or less; and (b)Not being used to carry any personor property for a charge; 2.The following replaces Paragraph 2.e. ofSECTION II -WHO IS AN INSURED: e.Any person or organization that, withyour express or implied consent, either H.Blanket Additional Insured -Governmental Entities -Permits Or Authorizations Relating To Premises I.Blanket Additional Insured -GovernmentalEntities -Permits Or Authorizations Relating To Operations J.Incidental Medical Malpractice K.Medical Payments -Increased Limit L.Amendment Of Excess Insurance Condition - Professional Liability M.Blanket Waiver Of Subrogation -When RequiredBy Written Contract Or Agreement N.Contractual Liability -Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1)75 feet long or less; and (2)Not being used to carry any personor property for a charge; B.WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnershipor joint venture, that is not shown as a NamedInsured in the Declarations is a Named Insuredif: a.You are the sole owner of, or maintain anownership interest of more than 50% in, suchsubsidiary on the first day of the policyperiod; and CG 03 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyr'1ghted material of Insurance Services Office, Inc. with its permission. Policy 660-B229292A-25 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY b.Such subsidiary is not an insured undersimilar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense commrrted: a.Before you maintained an ownership interestof more than 50% in such subsidiary; or b.After the date, if any, during the policy periodthat you no longer maintain an ownershipinterest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary 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 rrs name or the documents that govern its structure. C.WHO IS AN INSURED -RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. ofSECTION II -WHO IS AN INSURED: Any person who is your retired partner, member, director or "employee" that is performing servicesfor you under your direct supervision, but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no such retiredpartner, member, director or "employee" is an insured for: (1)"Bodily injury": (a)To you, to your current partners ormembers (if you are a partnership orjoint venture), to your current members(if you are a limned liability company) orto your current directors; (b)To the spouse, child, parent, brother orsister of that current partner, member ordirector as a consequence of Paragraph(1)(a) above; (c)For which there is any obligation toshare damages with or repay someoneelse who must pay damages because ofthe injury described in Paragraph (1)(a)or (b) above; or (d)Arising' out of his or her providing or failing to provide professional health careservices. 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 first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" 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. (2)"Personal injury'': (a)To you, to your current or retiredpartners or members (if you are apartnership or joint venture), to yourcurrent or retired members (if you are alimited liability company), to your othercurrent or retired directors or"employees" while in the course of his or her employment or performing dutiesrelated to the conduct of your business,or to your other "volunteer workers"while performing duties related to theconduct of your business; (b)To the spouse, child, parent, brother orsister of that current or retired partner,member, director, "employee" or"volunteer worke(' as a consequence ofParagraph (2)(a) above; (c)For which there is any obligation toshare damages with or repay someoneelse who must pay damages because ofthe injury described in Paragraph (2)(a)or (b) above; or (d)Arising out of his or her providing orfailing to provide professional health care services. (3)"Property damage" to property: (a)Owned, occupied or used by; or (b)Rented to, in the care, custody or control of, or over which physical control isbeing exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. Page 2 of 6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 D.WHO IS AN INSURED -EMPLOYEES ANDVOLUNTEER WORKERS -BODILY INJURYTO CO-EMPLOYEES, CO-VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1 J of SECTION II -WHO IS AN INSURED: Paragraphs (1J(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co­ "employee" while in the course of the co­"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E.WHO IS AN INSURED -NEWLY ACQUIREDOR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. ofSECTION II -WHO IS AN INSURED: 3.Any organization you newly acquire or form,other than a partnership or joint venture, andof which you are the sole owner or in whichyou maintain an ownership interest of morethan 50%, will qualify as a Named Insured ifthere is no other similar insurance available to that organization. However: a.Coverage under this provision isafforded only: (1)Until the 180th day after you acquireor form the organization or the endof the policy period, whichever is earlier, if you do not report suchorganization in writing to us within180 days after you acquire or form it;or (2)Until the end of the policy period,when that date is later than 180 daysafter you acquire or form suchorganization, if you report such organization in writing to us within180 days after you acquire or form it; b.Coverage A does not apply to "bodily injury" or "property damage" thatoccurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquiredor formed the organization. For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such COMMERCIAL GENERAL LIABILITY 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. F.BLANKET ADDITIONAL INSURED CONTROLLING INTEREST 1.The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financialcontrol of you is an insured with respect toliability for "bodily injury", "property damage" or "personal and advertising injury" thatarises out of: a.Such financial control; or b.Such person's or organization's ownership, maintenance or use ofpremises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2.The following is added to Paragraph 4. ofSECTION II -WHO IS AN INSURED: This paragraph does not apply to anypremises owner, manager or lessor that hasfinancial control of you. G.BLANKET ADDITIONAL INSUREDMORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II -WHO ISAN INSURED: Any person or organization that is a mortgagee,assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on th isCoverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "propertydamage" or "personal and advertising injury" that: a.Is "bodily injury" or "property damage" thatoccurs, or is "personal and advertising injury''caused by an offense that is committed, CG 03 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, lnc. with its permission. Page 3 of6 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b.Arises out of the ownership, maintenance oruse of the premises for which thatmortgagee, assignee, successor or receiveris required under that contract or agreementto be included as an additional insured onthis Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a.The limits of insurance provided to suchmortgagee, assignee, successor or receiverwill be the minimum limits that you agreed toprovide in the written contract or agreement,or the limits shown in the Declarations,whichever are less. b.The insurance provided to such person ororganization does not apply to: (1)Any "bodily injury" or "property damage"that occurs, or any "personal andadvertising injury" caused by an offensethat is committed, after such contract oragreement is no longer in effect; or (2)Any "bodily injury", "property damage" or"personal and advertising injury" arisingout of any structural alterations, newconstruction or demolition operationsperformed by or on behalf of suchmortgagee, assignee, successor orreceiver. H.BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES -PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any governmental entity that has issued a permitor authorization with respect to premises owned or occupied by, or rented or loaned to, you andthat you are required by any ordinance, law,building code or written contract or agreement toinclude as an additional insured on this Coverage Part is an insured, but only withrespect to liability for "bodily injury", "propertydamage" or "personal and advertising injury"arising out of the existence, ownership, use, maintenance, repair, construction, erection orremoval of any ot the following for which thatgovernmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I.BLANKET ADDITIONAL INSURED GOVERNMENT AL ENTITIES -PERMITSOR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II -WHO ISAN INSURED: Any governmental entity that has issued a permitor authorization with respect to operationsperformed by you or on your behalf and that youare required by any ordinance, law, building codeor written contract or agreement to include as anadditional insured on this Coverage Part is aninsured, but only with respect to liability for"bodily injury", "property damage" or "personaland advertising injury" arising out of suchoperations. The insurance provided to such governmental entity does not apply to: a.Any "bodily injury", "property damage" or"personal and advertising injury" arising outof operations performed for thegovernmental entity; or b.Any "bodily injury" or "property damage"included in the "products-completedoperations hazard". J.INCIDENTAL MEDICAL MALPRACTICE 1.The following replaces Paragraph b. of thedefinition of "occurrence" in theDEFINITIONS Section: b.An act or omission committed inproviding or failing to provide "incidentalmedical services", first aid or "GoodSamaritan services" to a person, unlessyou are in the business or occupation ofproviding professional health careservices. 2.The following replaces the last paragraph ofParagraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupationof providing professional health careservices, Paragraphs (1)(a), (b), (c) and (d)above do not apply to "bodily injury" arisingout of providing or failing to provide: (a)"Incidental medical services" by any ofyour "employees" who is a nurse,nurse assistant, emergency medical technician, paramedic, athletic trainer,audiologist, dietician, nutritionist, Page 4 of 6 © 2017 The Travelers Indemnity Company. Al! rights reserved. CG D3 79 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 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 "volunteerworkers", other than an employed orvolunteer doctor. Any such "employees"or "volunteer workers" providing or failingto provide first aid or "Good Samaritanservices" during their work hours for youwill be deemed to be acting within thescope of their employment by you orperforming duties related to the conductof your business. 3.The following replaces the last sentence ofParagraph 5. of SECTION Ill -LIMITS OFINSURANCE: For the purposes of determining theapplicable Each Occurrence Limrt, all relatedacts or omissions committed in providing orfailing to provide "incidental medicalservices", first aid or "Good Samaritanservices" to any one person will be deemedto be one "occurrence". 4.The following exclusion is added to Paragraph 2., Exclusions, of SECTION I -COVERAGES -COVERAGE A - BODILYINJURY AND PROPERTY DAMAGELIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arisingout of the violation of a penal statute orordinance relating to the sale ofpharmaceuticals commrtted by, or with theknowledge or consent of the insured. 5.The following is added to the DEFINITIONSSection: "Incidental medical services" means: a.Medical, surgical, dental, laboratory, x­ray or nursing service or treatment,advice or instruction, or the relatedfurnishing of food or beverages; or b.The furnishing or dispensing of drugs ormedical, dental, or surgical supplies orappliances. 6.The following is added to Paragraph 4.b.,Excess Insurance, of SECTION IV -COMMERCIAL GENERAL LIABILITYCONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary,excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY 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. K.MEDICAL PAYMENTS -INCREASED LIMIT The following replaces Paragraph 7. ofSECTION Ill -LIMITS OF INSURANCE: 7.Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by anyone person, and will be the higher of: a.$10,000; or b.The amount shown in the Declarations of this Coverage Part for Medical Expense Limrt. L.AMENDMENT OF EXCESS INSURANCE CONDITION -PROFESSIONAL LIABILITY The following is added to Paragraph 4.b.,Excess Insurance, of SECTION IV -COMMERCIAL GENERAL LIABILITYCONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage 8. M.BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACTOR AGREEMENT The following is added to Paragraph 8., TransferOf Rights Of Recovery Against Others To Us,of SECTION IV -COMMERCIAL GENERALLIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right ofrecovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we makebecause of: a."Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused byan offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 COMMERCIAL GENERAL LIABILITY N.CONTRACTUAL LIABILITY -RAILROADS 1.The following replaces Paragraph c. of thedefinition of "insured contract" in the DEFINITIONS Section: c.Any easement or license agreement; 2.Paragraph f.(1) of the definition of "insuredcontract" in the DEFINITIONS Section is deleted. Page 6 of6 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG D3 79 0219 Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8 .... TRAVELERS] WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - POLICY NUMBER: UB-B2355160 - 25 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be mium. Schedule Person or Organization % of the California workers' compensation pre- Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE: Policy No. Endorsement No. Premium Countersigned by ___________ _ ST ASSIGN: Page 1 of 1 ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Docusign Envelope ID: F5C7A7CF-75C1-4F3D-BF16-F31DA565C4D8