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HomeMy WebLinkAboutE Source Companies LLC; 2025-12-03; PSA26-3956UTILPSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 1 AGREEMENT FOR WATER AUDIT COMPILATION AND VALIDATION SERVICES E SOURCE COMPANIES, LLC THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 2025, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, (“CMWD”), and E Source Companies, LLC, a Delaware limited liability company (“Contractor”). RECITALS A.CMWD requires the professional services of a consultant that is experienced in Water Audit Compilation and Validation Services. B.Contractor has the necessary experience in providing professional services and advice related to Water Audit Compilation and Validation Services. C.Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows: 1.SCOPE OF WORK CMWD 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 November 29, 2026. 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 twenty-six thousand dollars ($26,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit “A”. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A”. Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 3rd December PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 2 6. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize CMWD’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 City of Carlsbad City 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 attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that 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 CMWD. Contractor will be under the 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 this 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. 8. 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 Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 3 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. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under 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 the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense 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. 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 the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 4 sole expense. The full limits available to the named insured shall also be available and applicable to CMWD 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 CMWD). $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 CMWD'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 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 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, CMWD 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 CMWD. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 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. Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 5 11.5 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. 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 CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. 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. 15. 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. 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Andrew Wilson Name Bill Christiansen Title Utilities Superintendent Title Project Manager Department PW Utilities Address 3020 Carbon Place, Suite 300 Carlsbad Municipal Water District Boulder, CO 80301 Address 5950 El Camino Real Phone No. 303-345-9254 Carlsbad, CA 92008 Email bill_christiansen@esource.com Phone No. 760-802-5720 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: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 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 CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD 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 that the services 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 CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 7 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. 22. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 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, 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. 24. 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 Section 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 grounds for CMWD to terminate this Agreement. Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 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 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. 27. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 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. 30. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. [signatures on following page] Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 9 CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad E SOURCE COMPANIES, LLC, a Delaware limited liability company By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Reinhard Sturm, Senior Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Jonathan Willcox, CFO Assistant City Clerk (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, General Counsel By: Assistant General Counsel Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 PSA26-3956UTIL General Counsel Approved Version 10/23/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Water Loss Control Technical Assistance – 2025 TASK 1: WATER AUDIT TECHNICAL ASSISTANCE Task 1a: Water audit compilation: Estimate apparent and real water loss Assess data availability and quality •Water audit data collection and review •Raw billing data validation (study of completeness and consistency, pro-rating to reduce lag-time effects) •Water audit compilation •Water audit documentation in preparation for level 1 validation This task will compile two water audits: one for Fiscal Year 2025 and one for Fiscal Year 2024 or Calendar Year 2024* Task 1b: Water audit level 1 validation: Prepare an annual level 1 validated water audit submission to DWR Confirm the integrity of your water audit and accompanying submission narrative •Level 1 water audit validation •Composition of water audit validation documentation for submission to DWR for SB555 compliance This task will validate two water audits: one for Fiscal Year 2025 and one for Fiscal Year 2024 or Calendar Year 2024 $10,000 x 2 = $20,000 Task 1a: Water audit compilation for Fiscal Year 2025, and for either Fiscal Year 2024 or Calendar Year 2024 $3,000 x 2 = $6,000 Task 1b: Water audit level 1 validation for Fiscal Year 2025, and for either Fiscal Year 2024 or Calendar Year 2024 Total Not to Exceed: $26,000 Note: this proposal and quote is valid for 120 days after submission of the proposal. *City of Carlsbad is switching from a calendar year audit time period to a fiscal year time period which will create a 6-month gap in audit data (January 1, 2024 – June 30, 2024). DWR will require an additional annual audit to be submitted to cover the 6-month gap. The gap can be filled with a Calendar Year 2024 audit or a Fiscal Year 2024 Audit. Either option will contain the missing 6 months created by moving from a Calendar Year 2023 audit to a Fiscal Year 2025 audit. Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/9/2025 ,,..----, THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2tl~cT Telisa Gibson RBN Insurance Services wgN:o Extl: 312-856-9400 I FAX 303 E Wacker Dr Ste 650 (A/C Nol: 312-856-9425 Chicago IL 60601 iflJ~ss: toibson@rbninsurance.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Insurance Co. 19682 INSURED ESOURCE-01 INSURER B: Trumbull Insurance Company 27120 E Source Companies LLC INSURER c : Hartford Casualtv Insurance Co 29424 3020 Carbon Place, Suite 300 Boulder CO 80301 INSURER D: Scottsdale Insurance Company 41297 INSURER E: Underwriters at Llovds 15792 INSURERF : COVERAGES CERTIFICATE NUMBER: 523341566 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 ADDL SUBR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE oucn uuun POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYY\ LIMITS A X COMMERCIAL GENERAL LIABILITY y 83UUNBM5WWW 6/14/2025 6/14/2026 EACH OCCURRENCE $1,000,000 f--D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED f--PREMISES IEa occurrence I $300,000 X xcu f--MED EXP (Any one person) $10,000 ~ Contractual Liab PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ POLICY 0 mg: D Loc PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 83UENBG3L2R 6/14/2025 6/14/2026 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY (Per person) $ f---OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ -$ C X UMBRELLA LIAB MOCCUR 83RHUBP3ZPX 6/14/2025 6/14/2026 EACH OCCURRENCE $5,000,000 f-- EXCESSLIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I I RETENTION$ $ A WORKERS COMPENSATION y 83WEBG3L3G 6/14/2025 6/14/2026 X I ~ffruTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE ~ N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 g~sc:~it-¥~~ on/OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 E Technology (Cyber) & E&O APT1237925 6/14/2025 6/14/2026 Each Claim/Aggregate 5,000,000 D Excess E & 0 & Technology (Cyber) EKS3577683 6/14/2025 6/14/2026 Each Claim/Aggregate 5,000,000 A Crime 10 KB 0778860-25 6/14/2025 6/14/2026 Limit 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Named lnsured(s): dba ES Energy Consulting ULC Excergy Corporation * Technology, E& 0 & Cyber Retroactive Date: Full Prior Acts* RE: All Projects See Attached ... 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 ~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 AGENCY CUSTOMER ID: ESOURCE-01 --------------------LO C #: -------- ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED RBN Insurance Services E Source Companies LLC 3020 Carbon Place, Suite 300 POLICY NUMBER Boulder CO 80301 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The City of Carlsbad is listed as additional insured on primary and non-contributory basis with respect to the General Liability as required by written contract or agreement. Waiver of Subrogation applies in favor of additional insured with respect to the General Liability and Workers Comp as required by written contract or agreement. Excess Liability follows form. 30 Days Notice of Cancellation applies ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 83 WE BG3L3G Endorsement Number: Effective Date: 06/14/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: E SOURCE COMPANIES, LLC. 3020 CARBON PL STE 300 BOULDER CO 80301 ~ 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Bruce, Scodro- -------------------Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 03/28/25 Policy Expiration Date: 06/14/26 Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 POLICY NUMBER: 83UUNBM5WWW THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -OPTION I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s): Designated Project(s) Or Location(s) Of Covered Operations: As required by written contract As required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. With respect to those person(s) or organization(s) shown in the Schedule above when you have agreed in a written contract or written agreement to provide insurance such as is afforded under this policy to them, Subparagraph f., Any Other Party, under the Additional Insureds When Required By Written Contract, Written Agreement Or Permit Paragraph of Section II - Who Is An Insured is replaced with the following: f. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for such additional insured at the project(s) or location(s) designated in the Schedule; (2) In connection with your premises owned by or rented to you and shown in the Schedule; or Form HS 24 80 07 13 (3) In connection with "your work" for the additional insured at the project(s) or location(s) designated in the Schedule and included within the "products- completed operations hazard", but only if: (a) The written contract or written agreement requires you to provide such coverage to such additional insured at the project( s) or location( s) designated in the Schedule; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". The insurance afforded to the additional insured shown in the Schedule applies: (1) Only if the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed: (a) During the policy period; and (b) Subsequent to the execution of such written contract or written agreement; and Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) Docusign Envelope ID: 4920566E-1DE3-4D14-BC1D-67B082AA4888 (c) Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. (2) Only to the extent permitted by law; and (3) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. With respect to the insurance afforded to the person(s) or organization(s) that are additional insureds under this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to the additional insured shown in the Schedule are described in the Limits Of Insurance section. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Conditions, except as otherwise amended below. B. With respect to insurance provided to the person(s) or organization(s) that are additional insureds under this endorsement, the When You Add Others As An Additional Insured To This Insurance subparagraph, under the Other Insurance Condition of Section IV -Commercial General Liability Conditions is replaced with the following: Page 2 of 2 When You Add Others As An Additional Insured To This Insurance (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Paragraph (c) below. This insurance does not apply to other insurance to which the additional insured in the Schedule has been added as an additional insured. (b) Primary And Non-Contributory To Other Insurance When Required By Contract This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (i) The additional insured in the Schedule is a Named Insured under such other insurance; and (ii) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured in the Schedule. (c) r-,ethod Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. All other terms and conditions in the policy remain unchanged. Form HS 24 80 0713