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HomeMy WebLinkAboutRight-of-Way Engineering Inc; 2026-02-03; PSA26-4031UTILPSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 1 AGREEMENT FOR ANNUAL MAERKLE DAM LAND SURVEY & MONITORING SERVICES RIGHT-OF-WAY ENGINEERING, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day of ___________________, 2026, 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 Right-of-Way Engineering, Inc., a California corporation ("Contractor"). RECITALS CMWD requires the professional services of a consultant that is experienced in Contractor to Provide Land Surveying and Dam Monitoring of the Slope at Maerkle Reservoir. Contractor has the necessary experience in providing these professional services, 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 (the “Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM The term of this Agreement will be effective from the date first above written to May 15, 2026. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed three thousand one hundred twenty dollars ($3,120). 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 the Services specified in Exhibit “A”. 4. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the 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 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 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 February 3rd PSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 2 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. 5. PREVAILING WAGE RATES Any construction, alteration, demolition, installation, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by Contractor in the execution of this Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the results to be accomplished. 7. 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 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 Contractor’s proportionate percentage of fault. Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 PSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 3 The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD incurs or makes to or on behalf of an injured employee under CMWD’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. 8. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the Executive Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to CMWD by certified mail. CMWD will be named as additional insured on General Liability which shall provide primary coverage to CMWD. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. Contractor will furnish certificates of insurance to CMWD with endorsements to CMWD, prior to CMWD’s execution of this Agreement. 9. 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 Ray Martinez Name Michael Schlumpberger Title Utilities Supervisor Title President Department PW Utilities Address 615 South Tremont Street Carlsbad Municipal Water District Oceanside, CA 92054 Address 5950 El Camino Real Phone No. 760-637-2700 Carlsbad, CA 92008 Email mikes@roweng.net Phone No. 760-802-8097 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. 10. 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. Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Yes ☐ No ☒ Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 PSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 4 11. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 12. 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. 13. TERMINATION CMWD or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. CMWD will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 14. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, California Government Code Sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 15. JURISDICTIONS 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. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 16. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of CMWD. 17. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 18. AMENDMENTS This Agreement may be amended by mutual consent of CMWD and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 19. 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 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 PSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 5 amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 20. 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. 21. 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. 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 RIGHT-OF-WAY ENGINEERING, INC., a California corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Michael Louis Schlumpbeger, President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: 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: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 PSA26-4031UTIL General Counsel Approved Version 10/23/2025 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor to Provide Land Surveying and Dam Monitoring of the Slope at Maerkle Reservoir. ITEM NO. TASK HOURS COST 1 Provide a precise level loop across dam axis collecting elevations of monitoring monuments in NGVD 29 values (Land Surveyor & Chainman) 4.0 $1,520.00 2 Provide horizontal locations of each monitoring monument in NAD 83 values (12 positions) (Land Surveyor) 4.0 $1,000.00 3 Prepare monitoring notes reflecting previous and current monitoring (NGVD 29 elevations and NAD 83 horizontal values) (Senior Land Surveyor) 4.0 $600.00 TOTAL NOT TO EXCEED* $3,120.00 *Includes taxes, fees, expenses and all other costs. For access to Maerkle Reservoir, Consultant to contact Project Manager, Ray Martinez, 760-802-8097. Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 11/9/2025 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 ~2~1~cT Sarah Culbertson AssuredPartners Design Professionals Insurance Services, LLC W8Nrio. Extl: 360-626-2961 I FAX 3697 Mt. Diablo Blvd Suite 230 CA/C Nol: Lafayette CA 94549 itif'J~ss: CertsDesianPro®AssuredPartners.com INSURER(S) AFFORDING COVERAGE NAIC# License#:6003745 INSURER A: RLI INSURANCE COMPANY 13056 INSURED RIGHOFW-01 INSURER B: Hanover Insurance Company 22292 Right of Way Engineering Services Inc INSURERC: 615 S Tremont St Oceanside CA 92054 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 18193173 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 INSD WVD POLICY NUMBER CMM/DD/YYYYl CMM/DD/YYYYJ LIMITS A X COMMERCIAL GENERAL LIABILITY y y PSB0009797 11/20/2025 11/20/2026 EACH OCCURRENCE $2,000,000 ~ D CLAIMS-MADE [8J OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence l $1,000,000 ~ MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $2,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl [8J PRO-[8J LOG PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y PSA0003152 11/20/2025 11/20/2026 fE~~~b~~~irlNGLE LIMIT $1,000,000 ~ X ANY AUTO BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED BODILY INJURY (Per accident) $ ~ AUTOS ONLY -AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) ~ - $ A UMBRELLA LIAB MOCCUR y y PSE0004802 11/20/2025 11/20/2026 EACH OCCURRENCE $1,000,000 X EXCESSLIAB CLAIMS-MADE AGGREGATE $1,000,000 OED I I RETENTION $ $ A WORKERS COMPENSATION y PSW0005347 11/20/2025 11/20/2026 X I ~ffTUTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liab:Claims Made LH2H09436606 11/20/2025 11/20/2026 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is an additional insured per the attached. The following policies are included in the underlying schedule of insurance for umbrella/excess liability: General Liability/Auto Liability/Employers Liability. Professional Surveying Services 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 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 ~ United States 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: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 Policy Number: PSA0003152 Named Insured: Right of Way RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair -Waiver Of Deductlble I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physlcal Damage-Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0. Airbag Coverage P. Amended Insured Contract Definition -Rallroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R Notice Of And Knowledge Of Occurrence S. Unlntentlonal Errors Or Omissions T. Towing Coverage PPA 300 03 13 Page 1 of5 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent ( 50%) or more of the business entity and the business entity is not separately insured for Bus-iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which 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 -COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out PPA 300 03 13 of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 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 by your "employee" under a contract in that individual "employee's" name, with your permission, 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". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; Page 2 of 5 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. H. Glass Repair -Waiver Of Deductible SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. I. Personal Effects Coverage The following is added to SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: c. Personal Effects Coverage In the event of a total theft loss of your covered "auto" we will pay up to $400 for "loss" to wearing apparel and other personal effects which are: (1) Owned by an "insured"; and (2) In or on your covered "auto"; No deductible applies to Personal Effects Coverage. J. Hired Auto Physical Damage Coverage The following is added to SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: d. Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $60,000 (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. PPA 300 03 13 (2) An adjustment for depreciation and physical condition will be made in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned auto will apply. (5) This Coverage Extension will not apply to: (a) Any "auto" that is hired, rented or borrowed with a driver; or {b) Any "auto" that is hired, rented or borrowed from your "employee". K. Hired Auto Physical Damage -Loss Of Use The following is added to SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions: e. We will pay sums which you legally must pay to the lessor of a covered "auto" which you have leased without a driver for thirty (30) days or less for the lessor's loss of use of the covered "auto", provided: (1) This insurance provides comprehensive, specified causes of loss or collision covered on the covered "auto"; (2) The loss of use results from the covered "auto" being damaged in an "accident" while you are leasing it. We will pay up to a maximum limit of $1,500 for this covered extension. L. Hired Car -Worldwide Coverage The following is added to SECTION II -COVERED AUTOS LIABILITY COVERAGE, A.2. Coverage Extensions: f. Hired Car -Worldwide Coverage (1) We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" which occurs outside of the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada resulting from the maintenance, or use of any covered "auto" of the private passenger type you lease, hire, rent or borrow without a driver for thirty (30) days or less. (2) With respect to any claim made or "suit" instituted outside the United States of America, the territories and possessions of the United States of America, Puerto Rico, and Canada: Page 3 of 5 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 (a) You shall undertake the investigation, settlement and defense of such claims and "suits" and keep us advised of all proceedings and actions. (b) You will not make any settlement without our consent. (c) We will reimburse you: (i) For the amount of damages be- cause of liability imposed upon you by law on account of "bodily injury" or "property damage" to which this insurance applies, and (ii) For all reasonable expenses incurred with our consent in connection with the investigation, settlement or defense of such daims or "suits". Reimbursement for expenses will be part of the Limit of Insurance for liability coverage shown in the Business Auto Coverage Declarations, and not in addition to such limits. (3) The limit of Insurance for Liability Coverage shown in the Business Auto Coverage Declarations is the most we will reimburse you for the sum of all damages imposed on you, as set forth in paragraph 2.c. above, and all expenses incurred by you arising out of any single "accident" or "loss". (4) You must maintain the greater of the follow- ing primary auto liability insurance limits: (a) Compulsory admitted insurance with limits required to be in force to satisfy the legal requirements of the jurisdiction where the accident occurs; or (b} Insurance limits required by law and issued by a government entity or by an insurer licensed or permitted by law to do business in the jurisdiction where the "accident" occurs; or (c) Auto liability insurance limits of at least $300,000 combined single limit or $100,000 per person/$300,000 per acci- dent Bodily Injury, $100,000 Property Damage. If you fail to comply with the above, this insurance is not invalidated. However, in the event of a "loss", we will pay only to the extent that we would have been liable had you so complied. (5) The insurance provided by this coverage extension is excess over any other collec- tible insurance available to you whether on a primary, excess contingent or any other basis. PPA300 0313 M. Temporary Transportation Expenses SECTION Ill -PHYSICAL DAMAGE COVERAGE, A4. Coverage Extensions, subparagraph a. Transportation Expenses is deleted and replaced by the following: a. Transportation Expenses (1) We will pay up to a maximum of $1,500 for temporary transportation expense incurred by you because of Physical Damage to a covered "auto". (2) We will pay only for those covered "autos" for which you carry Comprehensive, Colli-sion or Specified Case of Loss Coverage. (3) We will pay only for those expenses incurred by you during the period of time that begins twenty-four (24) hours after the covered "loss" and ends at the time when the covered "auto" can be reasonable repaired or replaced. (4) This coverage does not apply while there are spare or reserve "autos" available to you for your operations. N. Amended Bodily Injury Definition -Mental Anguish The following is added to SECTION V - DEFINITIONS, Definition C.: "Bodily injury" also includes mental anguish, but only when the mental anguish arises from other bodily injury, sickness or disease. 0. Airbag Coverage The following is added to SECTION Ill -PHYSICAL DAMAGE COVERAGE B. Exclusions 3.a.: However, this exclusion will not apply to accidental discharge of an airbag due to mechanical or electrical breakdown. P. Amended Insured Contract Definition -Railroad Easement SECTION V -DEFINITIONS paragraph H. "Insured contact" is modified as follows: 1. Paragraph H.3. is replaced by the following: 3. Any easement or license agreement. 2. Paragraph H.6.a. is deleted. Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound SECTION Ill -PHYSICAL DAMAGE COVERAGE B. Excluslons, exception paragraph a. to exclusion 4.c. and 4.d. is deleted and replaced with the following: Page4 of5 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 a. Equipment and accessories used with such equipment, except for tapes, records, discs or other electronic media device, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or is removable from the housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "autos" electrical system, in or upon the covered "autos"; or R. Notice Of And Knowledge Of Occurrence SECTION IV -BUSINESS AUTO CONDITIONS, A.2. Duties In The Event Of Accident, Claim Suit Or Loss, subparagraph a. is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized repre- sentative prompt notice of the "accident" or "loss" including: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured person and witnesses. Your duty to give us or our authorized representative prom pt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. S. Unintentional Errors Or Omissions SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions; 2. Concealment Misrepre- sentation Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However this pro- vision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. T. Towing Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, A.2. Towing, is deleted and replaced by the following: 2. We will pay up to $750 for towing and labor costs incurred each time a covered "auto" is disabled due to a covered cause of loss. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is a private passenger type no deductible applies; and c. If the covered auto is not of the private passenger type our obligation to pay will be reduced by a $250 deductible per disablement. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPA 300 03 13 Page 5 of 5 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 Policy Number: PsE0004ao2 RLI Insurance Company Right of Way Engineering THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR DESIGN PROFESSIONALS EXCESS LIABILITY ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. General Aggregate Limit -Per Project Or Per Location B. Additional Insured -Primary/Non-contributory C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us This endorsement modifies insurance provided under the following: COMMERCIAL EXCESS LIABILITY COVERAGE FORM A. General Aggregate Limit -Per Project Or Per Location Paragraph 2.a. of C. Limits of Liability of SECTION I -INSURING AGREEMENT is deleted and replaced by the following: a. The limit of liability stated in the Declarations as general aggregate is the most we will pay during each policy period for all ultimate net loss, except ultimate net loss because of: (1) injury and damage included in the products- completed operations hazard or; (2) any coverage included in underlying insurance to which no underlying aggregate applies. The general aggregate applies separately to each of your "projects" away from premises owned by or occupied by you or to each of your locations owned by or occupied by you. "Projects" mean an area away from premises owned by or rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project" at the same "location" shall be considered a single "project". For the purposes of this provision, "location" means (1) premises involving the same or connecting lots; (2) premises where connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad; or PPU 304 06 10 (3) premises where operations are performed in sections, stages or phases as a continuation of the same contract or agreement, even if the premises do not involve connecting lots. B. Additional Insured -Primary/Non-contributory Paragraph K. Other Insurance of SECTION IV - CONDITIONS is deleted and replaced by the following: K. Other Insurance If other insurance, whether collectible or not, is available to the insured covering a loss also covered by this policy, the insurance afforded by this policy shall be in excess of, and shall not contribute with, such other insurance. However, if the underlying insurance provides coverage to an additional insured on a primary basis, or a primary and non-contributory basis, this insur- ance shall be available to such additional insured on an excess basis over the underlying insurance. We will not share with other insurance which covers such additional insured as a named insured. C. Waiver Of Transfer Of Rights Of Recovery Against Others To Us Paragraph L. Subrogation of SECTION IV - CONDITIONS is deleted and replaced by the following: Page 1 of 2 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 L. Subrogation In the event of any payment under this policy, the insured must notify us of any of the insured's rights of recovery against any person or organization. We shall be subrogated to all such rights. The insured shall execute and deliver instruments and papers and do whatever else is necessar,: to secure such rights. The insured shall do nothing after loss to prejudice such rights. However we waive any rights of recovery we may have against any person or organization if the underlying insurance also waives such rights. Any amount recovered through subrogation or otherwise shall be apportioned in the inverse order of payment of the claim or claims involved to the extent of actual payment thereof by all interests. The expenses of all such recoveries and proceedings in connection therewith shall be apportioned in the ratio of respective recoveries. With respect to proceedings conducted solely by us, if there is no recovery, we will bear the expense thereof. If there is a recovery, we shall be reimbursed in full from such recovery for the amount of all expenses incurred by us before apportionment of such recovery as herein provided. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPU 304 06 10 Page 2 of 2 Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC040306 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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 All persons or organizations that are party to a contract that Jobs performed for any person or organization that you requires you to obtain this agreement, provided you executed have agreed with in a written contract to provide this the contract before the loss. agreement. 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 1112012025 Insured Right of Way Engineering Policy No. PSW0005347 Insurance Company RLI Insurance Company Endorsement No. Countersigned By _______________________ _ ©1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Docusign Envelope ID: 9C0AB49B-9C81-413E-8662-A81BE9F4BD84 Policy Number: Pssooos1s1 RLI Insurance Company Named Insured: RightofWayEngineering THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury'' caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard". additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury'' or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 2. The insurance provided to the additional insured by this endorsement is limited as follows: 4. The following is added to SECTION Ill K. 2. a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury'' arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury'' or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 0212 Page 1 of 1