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Michael Baker International Inc; 2026-05-18; PSA26-4079UTIL
PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 1 AGREEMENT FOR PRESSURE REDUCING STATION REPLACEMENT PROJECT, PHASE II, POST CONSTRUCTION SERVICES MICHAEL BAKER INTERNATIONAL, 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 Michael Baker International, Inc., a Pennsylvania corporation (“Contractor”). RECITALS A. CMWD requires the professional services of a consultant that is experienced in post-construction support engineering services. B. Contractor has the necessary experience in providing professional services and advice related to post-construction support engineering services. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (“Services”) that are defined in attached Exhibit “A”, which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective from the date first above written to six (6) months. The Executive Manager or designee may amend the Agreement to extend it for one (1) additional six (6) months period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 18th May PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 2 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed fifteen thousand, eight hundred dollars ($15,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit “A”. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A”. 6. PUBLIC WORKS 6.1 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 constitute “public works” under California Labor Code Section 1720 et seq. and 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 of Carlsbad 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 the 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. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code Section 1725.5. Labor Code Section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish CMWD with the subcontractor or subconsultant's current DIR registration number. 7. 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 City of Carlsbad City Engineer approves otherwise, Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 3 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 their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in this Agreement. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under the control of CMWD only as to the result to be accomplished but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 4 responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 10. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by CMWD), indemnify and hold harmless CMWD and the City of Carlsbad and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD’s self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. 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. 12.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 5 indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 12.1.1 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. 12.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 12.1.4 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. 12.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Contractor maintains higher limits than the minimums shown above, the CMWD requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the CMWD. 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 6 12.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. 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. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 17. 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. Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 7 For CMWD For Contractor Name Dave Pailla, PE, QSD Name Daniel G. Smith, PE Title Assistant General Manager Title Project Manager Department Address 9635 Granite Ridge Dr. Ste. 300 Carlsbad Municipal Water District San Diego, CA 92123 Address 5950 El Camino Real Phone No. 858-663-5334 Carlsbad, CA 92008 Email Dan.smith@mbakerintl.com Phone No. 442-339-2356 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. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the CMWD Conflict of Interest Code. The Contractor shall report investments or interests as required in the CMWD Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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 that the services required by this Agreement. Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 8 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 CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. CMWD may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering ten (10) days written notice to CMWD. In the event of termination of this Agreement by either party and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 9 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, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Section 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 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 CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 10 28. 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. 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. 31. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. [signatures on following page] Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 11 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 MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: By: (sign here) AMANDA L. FLESSE, General Manager, as authorized by the Executive Manager Timothy Thiele, Vice President (print name/title) ATTEST: By: SHERRY FREISINGER, Secretary (sign here) By: Assistant Secretary (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: 36789423-EA30-4BBE-BD04-F6CD376845A4 r-m,, ~ PSA26-4079UTIL General Counsel Approved Version 4/16/2026 Page 12 EXHIBIT A SCOPE OF SERVICES AND FEE Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 9635 Granite Ridge Drive, Suite 300 | San Diego, CA 92123 Oce: 858.614.5000 | Fax: 858.614.5001 MBAKERINTL.COM April 28, 2026 Proposal Electronic Submittal Mr. Dave Padilla Camacho, Engineering Manager Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Subject: Proposal for Post-Construction Servies related to the Pressure Reducing Vaults for the PRS Replacement Project Phase 2 Dear Mr. Padilla: Carlsbad Municipal Water District (CMWD) is requesting professional engineering services to provide post- construction support services for the PRS Replacement Project, Phase 2, related to three new PRS installations along El Fuerte Street and Melrose Avenue. Attached please find our combined Scope of Service (Exhibit A) and Compensation and Payment (Exhibit B). If the attached are acceptable, please forward to Michael Baker an agreement from CMWD. We are prepared to begin the work immediately following your written authorization to proceed and execution of the agreement. We appreciate the opportunity to provide this proposal and look forward to working with you. The new agreement should be prepared for signature by Mr. Tim Thiele, Office Executive. Please feel free to contact me at (858) 663-5334 or at Dan.Smith@mbakerintl.com, if you have any questions. Sincerely, Daniel G. Smith, P.E. Project Manager PSA26-4079UTIL Exhibit "A" Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 Michael Baker We Make a Difference INTERNATIONAL Carlsbad Municipal water District Post-Construction Support Services for PRS Replacement Project, Phase 2 April 28, 2026 Page 2 MBAKERINTL.COM EXHIBIT A 1. Project Management Project Management During Post-Construction Period Project management activities during field investigations and report preparation over a period of two months. Meetings Two site meetings. One with MBI project manager only and one with MBI structural engineer and project manager. 2. Coordination and Support to District’s Project Manager Coordination with CMWD’s Project Manager Follow-up on site visit and discussion regarding site observations, analysis of structural engineers, and options for repair/replacement up to the maximum hours shown on the fee table. Prepare written summary of field and inspection observations and analysis. Coordination with Vault Manufacturer Coordination, design, and installation discussions with vault manufacturer, up to maximum hours shown in the fee table. ASSUMPTIONS In preparing this scope of work, Michael Baker based our scope on the following assumptions: 1)This proposal is for consulting services only; no testing or inspection services are included herein. 2) Services to be performed up to the person-hours allowances shown in Exhibit B. ADDITIONAL SERVICES Services which are not specifically identified herein as services to be performed by Michael Baker are considered "Additional Services" for purposes of this Agreement. Client may request that Michael Baker perform services which are Additional Services. Upon such request Michael Baker will perform the requested services upon full execution of an amendment to this Agreement setting forth the scope, schedule, and fee for such Additional Service. In the event Michael Baker performs Additional Services at the Client’s written request before receipt of such executed amendment, Client acknowledges its obligation to pay for such services at Michael Baker's hourly rates as shown in the Fee Summary, within 30 days of receipt of invoice for services performed. FEE In accordance with the associated fee summary shown on Exhibit B, Michael Baker proposes to perform the above scope of work on a Time & Materials (T&M) basis with a not-to-exceed (NTE) amount. Michael Baker acknowledges that the NTE amount cannot be exceeded for the scope of work unless PSA26-4079UTIL Exhibit "A" Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 We Make a Difference Carlsbad Municipal water District Post-Construction Support Services for PRS Replacement Project, Phase 2 April 28, 2026 Page 3 MBAKERINTL.COM changes are approved in advance by a written change order issued and signed by the CVWD and Michael Baker. Progress billings will be forwarded to the Client monthly. These billings will include the fees earned for the billing period plus all reimbursable project expenses advanced by the Consultant. Reimbursable expenses (printing, courier, postage, etc.) will be billed at cost plus 15% to cover administrative costs. Mileage will be billed at current IRS mileage rate. PAYMENT Client shall pay the Consultant for services performed within 30 days of receipt of invoice from Consultant. Work shall commence upon receipt of an executed Purchase Order. Michael Baker invoices will follow CVWD standard invoice format. PSA26-4079UTIL Exhibit "A" Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 We Make a Difference $285 $300 $190 $170 1 Project Management/Meetings During Construction 1.1 Project Management 4 4 $1,140 1.2 Meetings (Site Meeting and Follow-Up Meetings (2)) 8 6 14 $4,080 12 6 0 0 18 $5,220 2 Coordination and Support to District's Project Manager 2.1 Cordination with CMWD Project Manager 20 2 2 4 28 $7,360 2.2 Coordinate and follow-through with Vault Manufacturer 4 4 2 10 $2,720 24 6 4 4 38 $10,080 $15,300 $500 36 12 4 4 56 $15,800 Total Fee Person-Hours Task Subtotal CARLSBAD MUNICIPAL WATER DISTRICT Pressure Reducing Station Replacements Project - Phase 2 Post-Construction Support Services Fee Estimate Task Description Sr. Designer Other Direct Costs (Reprographics, Travel, Etc.) Total Structural Engineer Total Hours Person-Hours Task Subtotal Project Engineer Project Manager PSA26-4079UTIL Exhibit "A"EXHIBIT B Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 ~ ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/00/YYYY) ~ 08/25/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If .the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk services Central, NAME: Inc. ~MUN~ (866) 283-7122 I r~. No.): (800) 363-0105 Pittsburgh PA office (AIC. No. Ext): EQT Plaza~ suite 2700 E-MAIL 625 Liberty Avenue ADDRESS: Pittsburgh PA 15222-3110 USA INSURER($) AFFORDING COVERAGE NAIClt INSURED INSURER A: American Guarantee & Liability Ins co 26247 Michael Baker International, Inc INSURER B: Zurich American Ins co 16535 5 Hutton centre Drive suite 500 INSURERC: Allied world surplus Lines Insurance Co 24319 Santa Ana CA 92707 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570115076467 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. Limits shown are as requested ,,m,n LTR TYPE OF INSURANCE i'N'so ~J POLICY NUMBER IMM/00/YYYVI 1MWDD/YYYY1 LIMITS B· X COMMERCIAL GENERAL LIABILITY GL041Y 7l 1Sl.U4 Ut!/ .S0/2025 I OS/ lU/ £U£ 0 EACH OCCURRENCE $2,000,000 -D CL.AIMS-MADE @ocCUR vn=-.,,; IVn,a,,o,;;v $1,000,000 PREMISES IEa ocourrencel MED EXP (Any one person) $10,000 -$2,000,000 PERSONAL & ADV INJURY ---'-GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 R POLICY ·0 PRO· 0lOC PRODUCTS • COMP/OP AGG $4,000,000 JECT OTHER: Deductible $250,000 B AUTOMOBILE LIABILITY BAP 4197284-04 08/30/2025 08/30/2026 COMBINED SINGLE LIMIT $2,000,000 rEo accidontl .__ BODILY INJURY ( Per person) X ANY AUTO .__ OWNED -SCHEDULED BODILY INJURY (Per accrdent) AUTOS -AUTOS ONLY • -NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X IPer accidentl -ONLY -AUTOS ONLY Oeduclible $100,000 A X UMBRELLA LIAB '~ OCCUR AUC053258207 08/.S0/2025 08/30/2026 EACH OCCURRENCE $10,000,000 ..__ AGGREGATE $10,000,000 EXCESS LIAB CLAIMS-MADE DEO j X !RETENTION SlO ,000 B WORKERS COMPENSATION AND WC419728204 Ot!/;l0/202 5 08/30/2026 X I PER STATUTE I 10TH, EMPLOYERS' LIABILITY YIN AOS ER B ANY PROPRIETOR I PARTNER/ EXECUTIVE ~ WC419728504 08/30/2025 08/30/2026 E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) WI E.L. DISEASE-EA EMPLOYEE $1,000,000 ~~ii~rti~~ ~';,°~PERATIONS below. E.L. DISEASE-POLICY LIMIT $1,000,000 C E&o -Professional Liability 03124806 08/30/2025 08/30/2026 Per claim $5,000,000 -Primary • Claims Made Aggregate $5,000,000 SIR applies per policy ter ns & condi ions SIR $200,000 DESCRIPTION Of OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addlllonal Remarks Schedule, may be attached If more space Is required) RE: All Operations. city of Carlsbad is included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of subrogation is granted in favor of certificate Holder in accordance with the policy provisions of the General Liability and workers' compensation policies. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ,EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWO c/o Exigis Insurance Compliance Services PO BOX 947 • AUTHORIZED REPRESENTATIVE Mur rieta CA 92564 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD .! ::: E Cl) :l:! lii ,:i 0 :I:_ 0 [ti Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 Additional Insured -Automatic -Owners, Lessees Or Contractors ZURICH '" THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. GLO 4197281-04 • j Effective Date: 08/30/2025 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured under a written contract or written agreement executed by you, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" and subject to the following: 1. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (10/01 edition}; or b. The ISO CG 20 37 (10/01 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" arises out of: (1) Your ongoing operations, with respect to Paragraph 1.a. above; or (2) "Your work", with respect to Paragraph 1.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 1., insurance afforded to such additional insured: (a) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement: and (b) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 2. If such written contract or written agreement specifically requires that you provide that the person or organization be named as an additional insured under one or both of the following endorsements: a. The Insurance Services Office (ISO) ISO CG 20 10 (07/04 edition); or b. The ISO CG 20 37 (07/04 edition), such person or organization is then an additional insured with respect to such endorsement(s), but only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 1 of4 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 in the performance of: (a) Your ongoing operations, with respect to Paragraph 2.a. above; or (b) "Your work" and included in the "products-completed operations hazard", with respect to Paragraph 2.b. above, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 2., insurance afforded to such additional insured: (i) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement; and (ii) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. 3. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 1 O (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to ongoing operations (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury", "property damage" or "personal and advertising injury" is 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, which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 3., insurance afforded to such additional insured: (a) Only applies to the extent permitted by law; (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) Only applies if the "bodily injury", "property damage" or "personal and advertising injury" offense occurs during the policy period and subsequent to your execution of the written contract or written agreement. 4. If neither Paragraph 1. nor Paragraph 2. above apply and such written contract or written agreement requires that you provide that the person or organization be named as an additional insured: a. Under the ISO CG 20 37 (04/13 edition, any subsequent edition or if no edition date is specified); or b. With respect to the "products-completed operations hazard" (if no form is specified), such person or organization is then an additional insured only to the extent that "bodily injury" or "property damage" is caused, in whole or in part by "your work" and included in the "products-completed operations hazard", which is the subject of the written contract or written agreement. However, solely with respect to this Paragraph 4., insurance afforded to such additional insured: (1) Only applies to the extent permitted by law; (2) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured; (3) Only applies if the "bodily injury" or "property damage" occurs during the policy period and subsequent to your execution of the written contract or written agreement; and .(4) Does not apply to "bodily injury" or "property damage" caused by "your work" and included within the "products-completed operations hazard" unless the written contract or written agreement specifically requires that you provide such coverage to such additional insured. Includes copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 2 of 4 Fr.i.~ ~ Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 B. Solely with respect to the insurance afforded to any additional insured referenced in Section A. of this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including: 1. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. C. Solely with respect to the coverage provided by this endorsement, the following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV -Commercial General Liability Conditions: The additional insured must see to it that: (1) We are notified as soon as practicable of an "occurrence" or offense that may result in a claim; (2) We receive written notice of a claim or "suit" as soon as practicable; and (3) A request for defense and indemnity of the claim or "suit" will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory. D. Solely with respect to the coverage provided by this endorsement: 1. The following is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: Primary and Noncontributory insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that: a. The additional insured is a Named Insured under such other insurance; and b. 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. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition under Section IV - Commercial General Liability Conditions: This insurance is excess over: 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", offense, 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 a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis. E. This endorsement does not apply to an additional insured which has been added to this Coverage Part by an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured. F. Solely with respect to the insurance afforded to an additional insured under Paragraph A.3. or Paragraph A.4. of this endorsement, the following is added to Section Ill -Limits Of Insurance: Additional Insured -Automatic -Owners, Lessees Or Contractors Limit The most we will pay on behalf of the additional insured is the amount of insurance: Includes copyrighted material of Insurance Services Office, Inc .. with its permission. U-GL-2162-A CW (02/19) Page 3 of 4 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 ·1 .. Required by the written c6ntr_act-orwritten agreement referenced in Section A. of this ~ndorsernent; 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. All other terms, conditions, provisions and exclusions of this policy remain the same .. lnclu_des copyrighted material of Insurance Services Office, Inc., with its permission. U-GL-2162-A CW (02/19) Page 4 of4 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 COMMERCIAL AUTO CA 04 491116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION 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 CovE]rage Form apply unless modified by the endorsement. • A. The following is added to the Other. Insurance Conditi.on in the Business Auto Coverage Form and the Other Insurance .;. Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: . This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured'' under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this • insurance • would be primary and would not seek contribution from any other insurance available to such "insured". • B. The following · is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form'.s Covered Autos Liability Coverage and General liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under • your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 491116 © Insurance Services Office, Inc., 2016 Page 1 of 1 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 ~ Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Return Prem. GL04197281-04 08/30/2025 08/30/2026 15939000 $ INCL $ •. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your dghts of recovery from others, we agree to waive ounights of recovery. This waiver of rights shall not be construed to be a wai_ver with respect to . any other operations in which the insured has no contractual interest. . U-GL-925-B CW (12/01) Page I of I a. ,._ ,._ N 0 0 ;,; § ,._ 0 :g 0 § 8 Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 POLiCYNUMBER: GLO 4197281-04. COMMERCIAL GENERAL LIABILITY • CG 22 74 10 01 THIS ENDORSEMENT CHANGES THf! POLICY. PLEASE READ IT CAREFULLY; . LIMITED CONTRACTUAL LIABILITY COVERAGE FOR PERSONAL AND ADVERTISING INJURY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Contract Or Agreement: ALL CONTRACTS (If no entry appears above, information required t.o complete this endorsement will be shown in the Declarations . as applicable to this endorsement.) • - A. With respect to the contract or agreement desig- nated in the Schedule above, Subparagraph e. of Paragraph 2'. Exclusions of Section I -Cowrage B • Personal And Advertising Injury Liability is re-. placed.by the following: • 2. Exclusions This insurance does not apply to: e. Contractual Liability . "Personal and advertising injury" for which the insured has assumed liability in a con- tract or agreement. • This exclusion does not apply to: (1) Liability for damages that the insured would have in the absence of the contract or agreement; or.· CG 22 74 10 01 · © ISO Properties, Irie., 2001 (2) Liability for "personal and advertising injury" if: • (a) The liability pertains to your busi- ness and is assumed in the des- ignated contract or agreement ·shown in the Schedule in which you assume the tort liability . of another. Tort liability means a Ii-. ability that would be imposed by law in the absence of any con- tract or agreement;. (b) The "personal and advertisi_ng injury" occurs subsequent to the execution of the designated con- tract .or agreement shown in the Schedule; and • (c) The "personal and advertising • injury" arises out of the offenses • of false arrest, detention or im- prisonment. Page 1 of 2 D Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 M Solely for the purposes of liability so as- sumed in such designated contract or agreement, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured . are deemed to be damages because of "personal injury" described in Paragraph A.2.e.(2)(c) above, provided: {i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same designated contract or agreement; and (ii) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. B. With respect to the contract or agreement desig- nated in the Schedule above, the following is added to Section I -Supplementary Payments • Coverages A And B: If we defend an insured against a "suit" and an in- demnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: 1. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed tort li- ability of the indemnitee in a designated con- tract or agreement shown in the Schedule, if such liability pertains to your business. Tort li- ability means a liability that would be imposed by law in the absence of any contract or agreement; 2. This insurance applies to such liability assumed by the insured; 3. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same designated contract or agreement; 4. The allegations in the "suit" and the information we know about the offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemni- tee; 5. The indemnitee and the insured ask us to con- duct and control the defense of that indemnitee against such "suit" and agree that we can as- sign the same counsel to defend the insured and the indemnitee; and 6. The indemnitee: a. Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit"; (2) Immediately send us copies of any de- mands, notices, summonses or legal papers received in connection with the "suit"; {3) Notify any other insurer whose coverage is available to the indemnitee; and (4) Cooperate with us with respect to coor- dinating other applicable insurance available to the indemnitee; and b. Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (2) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys fees incurred by us in the defense of that indemni- tee,. necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supple- mentary Payments. Notwithstanding the provisions of Paragraph A.2.e.(2) of this endorsement, such payments will not be deemed to be damages for "personal and advertising injury" as described in Paragraph A.2.e.(2)(c) above and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litiga- tion expenses as Supplementary Payments ends when: 1. We have used up the applicable limit of insur- ance in the payment of judgments or settle- ments: or 2. The conditions set forth above, or the terms of the agreement described in Paragraph 6. above, are no longer met. Page 2 of 2 © ISO Properties, Inc., 2001 CG 22 7410 01 M * * Q. "' ,.._ "' 8 "' 0 8 ,_ 0 I:; ~ 8 □ Docusign Envelope ID: 36789423-EA30-4BBE-BD04-F6CD376845A4 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT . . . . WC.00 0313 (Ed. 4-84) 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. WC 00 0313 (Ed. 4-84). © 1983 National Council on Compensation Insurance. Policy # WC 4197282-04