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HomeMy WebLinkAboutLSA Associates Inc; 2026-03-26; PSA26-4052TRANPSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 1 AGREEMENT FOR TAMARACK YARD NOISE STUDY SERVICES LSA ASSOCIATES, INC. THIS AGREEMENT (“Agreement”) is made and entered into as of the __________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation (“City”) and LSA Associates, Inc., a California corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in Noise Analysis and Air Quality, Green House Gas Study Services. B. Contractor has the necessary experience in providing professional services and advice related to Noise Analysis and Air Quality, Green House Gas Study Services. 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 11, 2026. The City Manager may amend the Agreement to extend it for one (1) additional six (6) month period(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 ten thousand dollars ($10,000). 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 ten thousand dollars ($10,000) 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: 49063F46-D839-4AD1-9546-D574DC7539B7 March 26th PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 2 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 the 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 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 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 3 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 the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 4 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 5 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 Michael O’Brien Name JT Stephens Title PW Superintendent Title Executive Vice President Department PW-Tran Address 2292 Faraday Av. Suite 71 City of Carlsbad Carlsbad, CA, 92008 Address 405 Oak Ave Phone No. 760-271-0503 Carlsbad, CA, 92008 Email Jt.stephens@lsa.net Phone No. 760-421-9158 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney 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 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. 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. 19. 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. 20. 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. 21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22. 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 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 7 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 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. 23. 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. 24. 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. 25. 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 attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 8 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. 26. 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. 27. 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. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 29. 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. 30. 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 9 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California LSA ASSOCIATES, INC., a California corporation By: By: PAZ GOMEZ, Deputy City Manager, Public Works, as authorized by the City Manager (sign here) Amy Fischer, Chief Executive Officer (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: 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: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor shall provide environmental consulting services in support of the 2402 Tamarack Avenue Project (project) PDP. Specifically, the Contractor will conduct a complete noise study analysis of the projected use of the lot including all known vehicle; and the Contractor shall provide a complete air quality/greenhouse gas (GHG) study for the same location per the Contractor’s proposal dated March 6, 2026. Noise Analysis includes but not limited to: • Technical noise assessment in a memorandum consistent with all the City’s applicable procedures and requirements consistent with the following scope of work, using the applicable local noise standards within the City’s Noise Guidelines to assess the potential impact of the operations on surrounding sensitive uses and determine if noise levels are in compliance with those standards. • Determine the noise levels in the waste yard vicinity, both during daytime and nighttime hours, LSA will use the previously conducted long-term measurements to identify ambient noise levels without yard operations. • Assess potential construction noise and vibration impacts on adjacent land uses during project construction will be reviewed based on available project-specific construction information provided to LSA. Including evaluation of maximum levels (Lmax), hourly equivalent continuous noise levels (Leq), and the frequency of occurrence at adjacent sensitive locations. • Assess potential construction vibration damage impacts will be assessed at the closest surrounding structures. • Assess potential noise impacts associated with the equipment and activities at the waste yard using proposed equipment specifications and previously gathered reference noise levels, LSA will determine future stationary sources noise impacts from proposed project based on the site plan. • Analyze potential operational noise impacts as compared to the ambient noise levels with respect to the operational noise at the property line of the nearest noise sensitive receptors, including sensitive habitat. • Identify practical measures to address any potential project-level noise impacts. Any measures necessary to reduce the project’s long-term impacts to acceptable noise levels will be identified. • Provide an evaluation of the potential measures and a discussion of their effectiveness. • Coordinate with City staff for up to 4 hours regarding any noise issues that may arise prior to, during, and after the analysis is complete. Proposal assumes one revision to the memorandum associated with City comments. Air Quality and Green House Gas Emissions Impact Analysis includes but not limited to: • Contractor shall prepare an Air Quality and GHG Emissions building off of the Impact Technical Memorandum, dated September 20, 2023, for the Tamarack Yard Project in Carlsbad, California. Analysis shall include projected construction activities and updated operational information. • Contractor will update the air quality and GHG memorandum to evaluate these project changes, including assessing existing air quality conditions and potential air quality and GHG impacts associated with construction and operation of the proposed project, consistent with applicable San Diego County Air Pollution Control District (SDAPCD) guidance. • Contractor will quantify regional construction emissions, including fugitive dust and equipment exhaust emissions, using the latest version of the California Emissions Estimator Model Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 PSA26-4052TRAN City Attorney Approved Version 10/23/2025 Page 11 (CalEEMod). The construction impact analysis and supporting discussion in the Memorandum will be updated accordingly. • Contractor will also update the operational analysis using refined project operational data. This effort will include revised estimates of criteria air pollutant and GHG emissions using CalEEMod and corresponding updates to the technical analysis and narrative text. LSA will review applicable adopted air quality and GHG reduction plans at the State, regional (SDAPCD), and local (City of Carlsbad) levels and evaluate project consistency with applicable plans and regulations. • Contractor will update the Background sections of the memorandum to reflect current conditions, identify feasible mitigation measures to reduce significant air quality and GHG impacts, including applicable SDAPCD construction dust control measures. The memorandum will include a discussion of the effectiveness of recommended mitigation measures. This scope does not include preparation of an odor analysis. • Contractor will submit one electronic draft memorandum for review. Following receipt of one consolidated set of comments, the contractor will prepare one final air quality and GHG memorandum. Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 TMll:s Budget NoLse-and Vibrration Analysis. $6,.500 Aili' Q.ualitv and Grioonhou!ie Gas Anal ys.is. $3,.500 TOTAL $.lJO)]OO Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 ACORD® CERTIFICATE OF LIABILITY INSURANCE 9/30/2026 I DATE (MM/DD/YYYY) ~ 9/17/2025 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 Lockton Companies, LLC CONTACT NAME: DBA Lockton Insurance Brokers, LLC in CA PHONE I FAX CA license #0F15767 fA/C No Extl: {A/C Nol: E-MAIL 8110 E Union Ave., Ste. 100 ADDRESS: Denver CO 80237 INSURER(S) AFFORDING COVERAGE NAIC# denver-certs@lockton.com INSURER A: American Zurich Insurance Comoanv 40142 INSURED LSA Associates, Inc. INSURER B : American Guarantee and Liab. Ins. Co. 26247 1492002 3210 El Camino Real, Suite 100 INSURER c : Tokio Marine Specialty Insurance Company 23850 Irvine, CA 92602 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 17532204 REVISION NUMBER: xxxxxxx 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 IN!':D WVD POLICY NUMBER fMM/DDIYYYYl fMM/DDIYYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y CPO 4289165 -02 9/30/2025 9/30/2026 EACH OCCURRENCE $ 1.000.000 f--□ CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED PREMISES /Ea occurrencel $ 300 000 X Cont. Liab. Incl. MED EXP (Any one person) $ 5.000 PERSONAL & ADV INJURY f--$ 1.000.000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000.000 Fl POLICY ~ jr& □LOC PRODUCTS -COMP/OP AGG $ 2.000.000 OTHER: $ B AUTOMOBILE LIABILITY y y CPO 4289165 -02 9/30/2025 9/30/2026 COMBINED SINGLE LIMIT $ 1.000.000 /Ea accidentl f-- X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx f--OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ xxxxxxx f--HIRED -NON-OWNED iP~~~~c7~gAMAGE $ xxxxxxx f--AUTOS ONLY -AUTOS ONLY Comn./Coll. Ded $ 1,000 B X UMBRELLA LIAB ~ OCCUR y y AUC 4289164 -02 9/30/2025 9/30/2026 EACH OCCURRENCE $ 5.000.000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5 000 000 OED I I RETENTION $ $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH-A WC 5665125 -02 9/30/2025 9/30/2026 X STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Cm E.L. EACH ACCIDENT $ 1.000.000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1000000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000.000 DESCRIPTION OF OPERATIONS below C Contractors Poll & Prof N N PPK2608629-002 9/30/2025 9/30/2026 $2M occ/$4M agg, Retro date: Liab. 6/4/1976, $50,000 ded. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All work as required by written contract or agreement. City of Carlsbad is included as additional insured as respects to General Liability per attached endorsement. Primary and Non-Contributory Wording applies per attached endorsement. Cancellation provisions apply per the attached. Waiver of Subrogation applies on Workers Compensation, per the attached. CERTIFICATE HOLDER 17532204 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 NewYorkNY 10163-4668 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE . -._ ~::....,I'-,,!'.__...- ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Policy Number: CPO 4289165 -02 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 17532204 (2) You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). E. Additional Insureds -Lessees of Premises 1. Section II -Who Is An Insured is amended to include as an additional insured any person or organization who leases or rents a part of the premises you own or manage who you are required to add as an additional insured on this policy under a written contract or written agreement, but only with respect to liability arising out of your ownership, maintenance or repair of that part of the premises which is not reserved for the exclusive use or occupancy of such person or organization or any other tenant or lessee. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; and c. Ends when the person or organization ceases to lease or rent premises from you. 2. With respect to the insurance afforded to the additional insureds under this endorsement, the following is added to Section Ill -Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph E.1. of this endorsement; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph E. shall not increase the applicable Limits of Insurance shown in the Declarations. F. Additional Insured-Vendors 1. The following change applies if this Coverage Part provides insurance to you for "bodily injury" and "property damage" included in the "products-completed operations hazard": Section II -Who Is An Insured is amended to include as an additional insured any person or organization (referred to throughout this Paragraph F. as vendor) who you have agreed in a written contract or written agreement, prior to loss, to name as an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However, the insurance afforded to such vendor: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such vendor. 2. With respect to the insurance afforded to these vendors, the following additional exclusions apply: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 3 of 12 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Policy Number: CPO 4289165 -02 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 17532204 (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a} The exceptions contained in Subparagraphs (4) or (6}; or (b} Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. c. This insurance does not apply to any of "your products" for which coverage is excluded under this Coverage Part. 3. With respect to the insurance afforded to the vendor under this Paragraph F., the following is added to Section Ill -Limits Of Insurance: The most we will pay on behalf of the vendor is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph F .1. of this endorsement; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph F. shall not increase the applicable Limits of Insurance shown in the Declarations. G. Additional Insured -Managers, Lessors or Governmental Entity 1. Section II -Who Is An Insured is amended to include as an additional insured any person or organization who is a manager, lessor or governmental entity who you are required to add as an additional insured on this policy under a written contract, written agreement or permit, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf; and resulting directly from: a. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit; b. Ownership, maintenance, occupancy or use of premises by you; or c. Maintenance, operation or use by you of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. This provision does not apply: a. Unless the written contract or written agreement has been executed, or the permit has been issued, prior to the "bodily injury", "property damage" or offense that caused "personal and advertising injury"; b. To any person or organization included as an insured under Paragraph 3. of Section II -Who Is An Insured; c. To any lessor of equipment if the "occurrence" or offense takes place after the equipment lease expires; U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 4 of 12 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Policy Number: CPO 4289165 -02 Attachment Code: D590974 Master ID: 1492002, Certificate ID: 17532204 d. To any: (1) Owners or other interests from whom land has been leased by you; or (2) Managers or lessors of premises, if: (a} The "occurrence" or offense takes place after the expiration of the lease or you cease to be a tenant in that premises; (b} The "bodily injury", "property damage" or "personal and advertising injury" arises out of the structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor; or (c} The premises are excluded under this Coverage Part. 3. With respect to the insurance afforded to the additional insureds under this Paragraph G., the following is added to Section Ill -Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph G.1. of this endorsement; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph G. shall not increase the applicable Limits of Insurance shown in the Declarations. H. Additional Insured -Other Persons or Organizations 1. Section II -Who Is An Insured is amended to include as an insured any person or organization who does not qualify as an additional insured under Paragraphs E. through Paragraph G. of this endorsement so long as you are required to add such person or organization as an additional insured on this policy under a written contract or written agreement, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf. However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. 2. With respect to the insurance afforded to the additional insureds under this Paragraph H., the following additional exclusions apply: The insurance afforded to the additional insured under this Paragraph H. does not apply to any person or organization: a. For "bodily injury'', "property damage" or "personal and advertising injury" arising out of the rendering or failure to render any professional service; b. For "bodily injury'' or "property damage" included in the "products-completed operations hazard"; or c. Who is scheduled as an additional insured under another endorsement attached to this policy. 3. With respect to the insurance afforded to the additional insureds under this Paragraph H., the following is added to Section Ill -Limits Of Insurance : The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the written contract or written agreement referenced in Subparagraph H.1. of this endorsement; or b. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This Paragraph H. shall not increase the applicable Limits of Insurance shown in the Declarations. U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission.Page 5 of 12 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Policy Number: CPO 4289165 -02 Attachment Code: D590986 Master ID: 1492002, Certificate ID: 17532204 In the event that an insured reports an "occurrence" to the workers compensation carrier of the Named Insured and this "occurrence" later develops into a General Liability claim, covered by this Coverage Part, the insured's failure to report such "occurrence" to us at the time of the "occurrence" shall not be deemed to be a violation of this Condition. You must, however, give us notice as soon as practicable after being made aware that the particular claim is a General Liability rather than a Workers Compensation claim. V. Other Insurance Condition Paragraphs 4.a. and 4.b.(1) of the Other Insurance Condition of Section IV -Commercial General Liability Conditions are replaced by the following: 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, this insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You are required by written contract or written agreement that this insurance be primary and not seek contribution from any other insurance available to the additional insured. Other insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is property insurance, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is property insurance purchased by you (including any deductible or self insurance portion thereof) to cover premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you (including any deductible or self insurance portion thereof) to cover your liability as a tenant for "property damage" to premises rented to you or temporarily (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 1-Coverage A -Bodily Injury And Property Damage Liability; or (v) That is property insurance (including any deductible or self insurance portion thereof) purchased by you to cover damage to: Equipment you borrow from others; or Property loaned to you or personal property in the care, custody or control of the insured arising out of the use of an elevator at premises you own, rent or occupy. (b) Any other primary insurance (including any deductible or self insurance portion thereof) available to the insured covering liability for damages arising out of the premises, operations, products, work or services for which the insured has been granted additional insured status either by policy provision or attachment of any endorsement. Other primary insurance includes any type of self insurance or other mechanism by which an insured arranges for funding of its legal liabilities. (c) Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Policy Number: CPO 4289165 -02 Attachment Code: D590975 Master ID: 1492002, Certificate ID: 17532204 W. Unintentional Failure to Disclose All Hazards Paragraph 6. Representations of Section IV -Commercial General Liability Conditions is replaced by the following: 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. Coverage will continue to apply if you unintentionally: a. Fail to disclose all hazards existing at the inception of this policy; or b. Make an error, omission or improper description of premises or other statement of information stated in this policy. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to inception of this Coverage Part. X. Waiver of Right of Subrogation Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Commercial General Liability Conditions is replaced by the following: 8. Transfer Of Rights Of Recovery Against Others To Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. If the insured waives its right to recover payments for injury or damage from another person or organization in a written contract executed prior to a loss, we waive any right of recovery we may have against such person or organization because of any payment we have made under this Coverage Part. The written contract will be considered executed when the insured's performance begins, or when it is signed, whichever happens first. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. Y. In Rem Section IV -Commercial General Liability Conditions is amended to add the following: In Rem Any "suit" brought as an action in rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such "suit" were brought against the insured. Z. Liberalization Condition The following condition is added to Section IV -Commercial General Liability Conditions : Liberalization Clause If we revise this Coverage Part to broaden coverage without an additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in the state shown in the mailing address of your policy. All other terms, conditions, provisions and exclusions of this policy remain the same. U-GL-2219-A CW (08/21) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 of 12 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D590988 Master ID: 1492002, Certificate ID: 17532204 IL 00 17 11 98 COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Dec- larations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or de- livering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of can- cellation if we cancel for nonpayment of premium; or b. 30 days before the effective date of can- cellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find;and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections.fWe do not undertake to perform ttie duty o any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, ad- visory, rate s~rvice or similar organization which makes Insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recom- mendations we may make relative to certifi- cation, under state or municipal statutes, or- dinances or regulations, of boilers, pressure vessels or elevators. E. Premiums The first Named Insured shown in the Dec- larations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal represen- tative is appointed, anyone having proper tem- porary custody of your property will have your rights and duties but only with respect to that property. IL 00 1711 98 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D590976 Master ID: 1492002, Certificate ID: 17532204 Coverage Extension Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. CPO 4289165 -02 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured Effective Date: 9/30/2025 1. The following is added to the Who Is An Insured Provision in Section II -Covered Autos Liability Coverage: The following are also "insureds": ZURICH a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any "employee" of yours is also an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don't own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance -Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment -Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II -Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (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. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II -Covered Autos Liability Coverage does not apply. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-CA-424-H CW (10/21) Page 1 of6 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D591616 Master ID: 1492002, Certificate ID: 17532204 POLICY NUMBER: CPO 4289165 -02 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT COMMERCIAL AUTO CA 04 4410 13 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated Named Insured: LSA Associates, Inc. Endorsement Effective Date: 9/30/2025 SCHEDULE Name(s) Of Person(s) Or Organization(s): ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D590979 Master ID: 1492002, Certificate ID: 17532204 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 04-84) 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION 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 9/30/2025 Policy No. WC 5665125 -02 Endorsement No. Insured LSA Associates, Inc. Premium $ Insurance Company American Zurich Insurance Company Countersigned by __________ _ WC124 (4-84) WC 00 0313 Copyright 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D593314 Master ID: 1492002, Certificate ID: 17532204 Endorsement # 17 Additional Insured Endorsement ZURICH THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No: AUC 4289164 -02 I Effective Date: 9/30/2025 This endorsement modifies insurance provided under the: Commercial Umbrella Liability Policy SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Covered Operations Or Organization(s) ~ny person or organization, other than an architect, engineer Any location or project, other than a wrap-up or other ® or surveyor, whom you are required to add as an consolidated insurance program location or project, for which additional insurance is otherwise separately provided to you by a wrap- insured under this policy under a written contract mark or up or other consolidated insurance program. Paragraph B.2. of SECTION V. DEFINITIONS is replaced by the following: 2. Insured means: a. You; b. Any person or organization included as an insured in underlying insurance; c. Any person or organization, except for those qualifying as an additional insured under section 2.d. of this endorsement, qualifying as an additional insured in underlying insurance but only to the same extent that such person or organization is an additional insured under such underlying insurance; and d. The person(s) or organization(s) shown in the Schedule of this endorsement, whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured: (1) Only to the extent such coverage is required by written contract or written agreement; (2) Only if that person or organization is included as an additional insured in underlying insurance; and (3) Only to the same extent that such person or organization is an additional insured under such underlying insurance. However, the insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (b) Is limited to the minimum amount required by the written contract or written agreement; and (c) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. All other terms and conditions of this policy remain unchanged. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-UMB-933-A CW (04/16) Page 1 of 1 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D592968 Master ID: 1492002, Certificate ID: 17532204 c. The duties and requirements imposed upon any insured under this policy will not apply to any non-admitted jurisdiction. However, with respect to any claims made or suits brought in a non-admitted jurisdiction, it will be the duty of the first Named Insured to do or cause the applicable qualified entity to do such things as would be required of such qualified entity if Coverage A applied directly to such claim or suit, including: (1) Make such investigation, defense or settlement as we deem reasonable; (2) Obtain our approval for any payment; and (3) Effect approved payments to others, in accordance with the terms and conditions of this insurance. d. Under Coverage B, this policy does not apply to any liability, damage, loss, cost or expense arising out of e. We will promptly pay the first Named Insured at the mailing address listed in Item 2. of the Declarations the amount of damages covered under the terms of this policy. If the first Named Insured or any qualified entity recovers from any third party all or part of any amount that we have paid pursuant to this insurance, the first Named Insured will promptly reimburse the amount of any such recovery to us. 10. Legal Action Against Us There will be no right of action against us under this insurance unless: a. You have complied with all the terms of this policy; and b. The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. 11. Maintenance of Underlying Insurance During the period of this policy, you agree: a. To keep the policies listed in the Schedule of Underlying Insurance in full force and effect; b. That the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of limits by payment of claims or suits for damages covered by underlying insurance; c. The policies listed in the Schedule of Underlying Insurance may not be canceled or not renewed by you without notifying us, and you agree to notify us in the event an insurance company cancels or declines to renew any policy listed in the Schedule of Underlying Insurance; and d. Renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be materially changed without our agreement. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12. Miscellaneous Unintentional Errors and Omissions Any unintentional error or omission in the description of, or failure to describe completely, any premises or operations intended to be covered by this policy, shall not invalidate or affect the coverage for those operations or premises. However, the insured must report such error or omission to the company as soon as practicable after its discovery. 13. Other Insurance If other insurance applies to damages that are also covered by this policy, this policy will apply excess of the other insurance. However, this provision will not apply: a. If the other insurance is written to be excess of this policy; or b. With respect to Coverage A only, if the named insured has agreed in a written contract to carry insurance to apply prior to and be non-contributory with that of another person or organization's insurance, but only as respects damages arising out of insured operations or work on behalf of the named insured performed under such written contract. The limits available to the other person or organization will be the lesser of the policy limits or the minimum limits required by such written contract. In that case, other insurance of that Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D592968 Master ID: 1492002, Certificate ID: 17532204 Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. 14. Premium The premium for this policy as stated in Item 6. of the Declarations is a flat premium. It is not subject to adjustment unless an endorsement is attached to this policy. 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to the first Named Insured, this insurance applies: a. As if each named insured were the only named insured; and b. Separately to each insured against whom claim is made or suit is brought. 16. Terms Conformed to Statute The terms of this policy which are in conflict with the statutes, laws, ordinances or regulations in any country, jurisdiction, state or province where this policy is issued are amended to conform to such statutes, laws, ordinances or regulations. If we are prevented by law or statute from paying on behalf of the insured, then we will, where permitted by law or statute, indemnify the insured. 17 Tr~nctfAr nf ginhtct nf gArnvAru An~inctt nthArct tn I let a. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us. The insured must do nothing after the loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. However, if any insured is required by a written contract or agreement which is executed before a loss to waive their rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations for which the insured has not waived their rights of recovery by contract. b. Any amount recovered will be apportioned in the inverse order of payment of loss to the extent of actual payment. The expenses of all such recovery proceedings will be apportioned in the ratio of respective recoveries. 18. Transfer of Your Rights and Duties Your rights and duties under this insurance may not be transferred without our written consent. If you die, then your rights and duties will be transferred to your legal representative, but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having temporary custody of your property will have your rights and duties but only with respect to that property. 19. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured's underlying insurer has paid or is legally obligated to pay the full amount of the Underlying Limits of Insurance or Retained Limit. When the amount of loss is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of loss covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the Retained Limit paid by us. 20. Violation of Economic or Trade Sanctions If coverage for a claim or suit under this policy is in violation of any economic or trade sanctions of the United States of America then coverage for that claim or suit will be null and void. B. The following Condition is applicable to Coverage A and Coverage B: 1. Notice of Occurrence, Claim or Suit a. You must see to it that we are notified as soon as practicable of an occurrence which may result in damages covered by this policy. To the extent possible, notice will include: (1) How, when and where the occurrence took place; U-UMB-103-C CW (03/10) Page 18 of 19 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D635436 Master ID: 1492002, Certificate ID: 17532204 POLICY NUMBER: CPO 4289165 -02 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person{s) Or Organization{s) Location And Description Of Completed Operations Any person or organization, other than an architect, Any location or project, other than a wrap-up or other engineer or surveyor, whom you are required to add as consolidated insurance program location or project, for an additional insured under this policy under a written which insurance is otherwise separately provided to contract mark or written agreement executed prior to you by a wrap-up or other consolidated insurance loss. program., Any location or project, other than a wrap-up or other consolidated insurance program location or project, for which insurance is otherwise separately provided to you by a wrap-up or other consolidated insurance program. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required-by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG20370413 © Insurance Services Office, Inc., 2012 Page 1 of 1 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D636736 Master ID: 1492002, Certificate ID: 17532204 POLICY NUMBER: CPO 4289165 -02 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s) Location(s) Of Covered Operations Any person or organization, other than an architect, Any Location or project, other than a wrap-up or other engineer or surveyor, whom you are required to add as an consolidated insurance program location or project for additional insured under this policy under a written contract which insurance is otherwise separately provided to you or written aqreement executed prior to loss. bv Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2• ItJI~lYir~~%,PJi'iiRti-S~PdPEM1ri~HPenn~~ ~~iured is insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D636736 Master ID: 1492002, Certificate ID: 17532204 C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 10 0413 © Insurance Services Office, Inc., 2012 Page 2 of 2 Docusign Envelope ID: 49063F46-D839-4AD1-9546-D574DC7539B7 Attachment Code: D636736 Master ID: 1492002, Certificate ID: 17532204