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HomeMy WebLinkAboutDKF Solutions Group LLC; 2026-07-27; PSA27-4141UTILPSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 1 AGREEMENT FOR SEWER EMERGENCY RESPONSE AND BYPASS TRAINING SERVICES DKF SOLUTIONS GROUP, LLC 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 DKF Solutions Group, LLC, a limited liability company (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in sewer emergency response and bypass training. B. Contractor has the necessary experience in providing professional services and advice related to sewer emergency response and bypass training. 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 August 31, 2027. 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 fifteen thousand one hundred forty-five dollars ($15,145). 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: F79B86C0-0FF5-866E-83AC-085E966A5C1D July 27th PSA27-4141UTIL City Attorney Approved Version 4/16/2026 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 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 3 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 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 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 4 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 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 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 5 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. 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. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 6 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 Stephanie Harrison Name David Patzer Title Utilities Manager Title Project Manager Department Utilities Department Address 170 Dogwood Lane City of Carlsbad Vallejo, CA 94591 Address 5950 El Camino Real Phone No. 800-215-5206 Carlsbad, CA 92008 Email dpatzer@dkfsolutions.com Phone No. 442-339-2722 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. 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 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 7 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 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 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 8 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 attorneys fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 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. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 9 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: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL City Attorney Approved Version 4/16/2026 Page 10 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California DKF SOLUTIONS GROUP, LLC, a limited liability company By: By: (sign here) AMANDA L. FLESSE, Utilities Director, as authorized by the City Manager David Patzer, Managing Member (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: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL Exhibit “A” Exhibit “A” Scope of Services DKF Solutions Group, LLC (DKF) agrees to provide the following on-site training to City of Carlsbad wastewater staff: •1 – Training on the city’s Sewer Emergency Response Plan (SERP) and sewer spill response •2 – Training on conducting a sewer bypass The training will be conducted at city facilities. The dates will be coordinated in advance. Training will consist of: Sewer Emergency Response/Spill Response •A four-hour classroom training for up to 20 employees covering: o An overview of the spill response procedures contained in the city’s SERP. o A review of the spill documentation required for each spill response. o A review of the methods for calculating spill volumes and start times. •Two hands on spill response drills for up to 12 employees (up to 6 employees per session) covering: o Pre-drill classroom briefing o Simulated sewer spill and response o Volume estimation using 2 methods o Complete documentation of the sewer spill o Debrief where attendees will be able to view the city’s CIWQS data •Details o On-site training dates will be arranged at a date/time convenient to both the instructor and the city. o The classroom instruction and two drills will occur on two consecutive days between 7am and 4:30pm. o The training will be held at city facilities. o Staff who attend one of the drills must attend the classroom training first. o City to provide combination truck, nearby hose bibs, standard hoses and space for the drill. Conducting a Sewer Bypass •Classroom and instruction and hands-on drills for up to 12 employees covering: o What is a bypass? o Why do we need to bypass? o Emergency vs. Planned. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL Exhibit “A” o Different types of pumps available. o Considerations for setup (type of pump, configuration, route and inspecting equipment prior to use). o How to read a pump curve. o Understanding friction loss and total dynamic head. o Establishing prime and dealing with suction loss. o Dealing with cavitation. o Air relief valves (use or don’t use?). o WD40 and gaskets for each connection? o Securing the discharge end. o Maintaining a bypass. o Removing the bypass and stowing the equipment. o Practical hands-on setup and removal of a bypass. • Details: • Instructor will coordinate with city staff to conduct a site visit one to two weeks prior to the training to inspect the equipment to be used in the drills, determine site and route of bypass, and collect information/pictures needed to tailor the training. • On-site training date will be arranged at a date/time convenient to both the instructor and the city. • The classroom instruction and the two drills will occur on the same day between 7am and 4:30pm. Assumptions • The city agrees not to record training sessions or copy any training materials (other than handouts that are provided) or sessions unless DKF agrees in writing. • The city will provide DKF with the information about city operations that is necessary to conduct both trainings. • Any scheduled training class that is canceled by the city with fewer than three (3) calendar days’ notice prior to the scheduled start date will be billed at one hundred percent (100%) of the agree-upon fee. • Any scheduled training class that is canceled by DKF Solutions with fewer than three (3) calendar days’ notice prior to the scheduled start date will be rescheduled at a mutually convenient time with no additional charges to the city. • DKF trainers agree to follow all city safety procedures that are provided to them. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D PSA27-4141UTIL Exhibit “A” Compensation (to be billed after training occurs) Item # Item Description Cost 1 One, 4-hour classroom training on Carlsbad’s SERP, SSO volume estimation and sewer spill documentation (up to 20 employees) $ 4,225 2 Small group sewer spill response hands-on drills for up to 12 employees (two drills of 6 employees max) $ 4,225 3 One classroom and instruction and hands-on drill for up to 12 employees on conducting a sewer bypass $6,695 Total $15,145 Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D ACORD® CERTIFICATE OF LIABILITY INSURANCE I DA TE ( MMIDDIYYYY) ~ 04/06/2026 THIS CERllFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERllFICATE DOES NOT AFFIRMAllVELY 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 REPRESENTA llVE OR PRODUCER, AND THE CERll FICA TE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGAllON 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 CONTACT NAME: Paragon Commercial Insurance Brokers rA~gN~o Ext!: (415)971-9111 I FAX IAIC Nol: (415)358-9410 One Sansome Street Suite 1400 ~~If ~ss: info@com mercialriskgrou p.com INSURER(S) AFFORDING COVERAGE NAIC# San Francisco CA 94104 INSURER A: Travelers Insurance Company 38130 INSURED INSURERB: Travelers Insurance Company 38130 DKF Solutions Group. LLC INSURERC: Employers Compensation Insurance Company 11512 170 Dogv,,,ood Lane INSURERD: RLI Insurance Company 13056 INSURERE: Vallejo CA 94591 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE 11,.1c:n IMl/n POLICY NUMBER IM MIDDIYYYYI IM MIDDIYYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -~ CLAIMS-MADE [Z] OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 - A y Bl P-C2759310-25-42 03/19/2026 03/19/2027 PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 4 □PRO-DLoc PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accdenll - ANY AUTO BO DI LY INJURY (Per person) $ --OINNED SCHEDULED A AUTOS ONLY AUTOS Bl P-C2759310-25-42 03/19/2026 03/19/2027 BODILY INJURY (Per accdenl) $ --HIRED NON-0\fwt,IED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) $ $ X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 1,000,000 B EXCESS LIAB CLAIMS-MADE CUP-8X765943-26-42 03/19/2026 03/19/2027 AGGREGATE $ 1,000,000 X DED I I RETENTION$ 10,000 $ WORKERS COMPENSATION XI ~ffrnTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN C ANY PRO PRI ETOR/PARTN ER/EXECUTI \IE w EIG6310538-00 03/01/2026 03/01/2027 E.L EACH ACCIDENT $ 1,000,000 0 FFI CERIM EM BER EXCLU OED? NIA (Mandatory in NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT Professional Liability Aggregate $2,000,000 D RTP0049324 03/19/2026 03/19/2027 Occurrence $2,000,000 DESCRIPTION OF OPERA TIO NS / LOCATIONS I VEHICLES (ACORD 101, Additiona I Re marks Schedule, may be attached if more space is required) The City of Carlsbad is listed as an additional insured on all projects related to DKF Solutions Group, per the attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF lHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE lHE EXPIRA11ON DATE lHEREOF, NO11CE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WllH lHE POLICY PROVISIONS. do EXIGIS Insurance Compliance Services P.O. Box 947 AUTHORIZED REPRESENTATIVE ~·:e: ~··-:r 1 Murrieta CA 92564 Fax: Email: © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non­ contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 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. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part 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. 8. Transfer Of Rights Of Recovery Against Others To Us 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T10002 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PERSONS OR ORGANIZATIONS FOR BODILY INJURY OR PROPERTY DAMAGE AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs subsequent to the signing of that contract or agreement; and b. If the "bodily injury" or "property damage" is caused, in whole or in part, by your acts or omissions in the performance of "your work" to which that contract or agreement applies or the acts or omissions of any person or organization performing operations on your behalf. The insurance provided to such additional insured is subject to the following provisions: a. The limits of insurance provided to such additional insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. This insurance does not apply to any person or organization for whom you have purchased an Owners and Contractors Protective policy. c. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury" or "property damage" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products-completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. d. If the written contract or agreement does not require that the insurance provided under this Coverage Part apply on a primary basis, or a primary and non-contributory basis, then this insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. CG D1440219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material from Insurance Services Office, Inc. with its permission. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR SMALL BUSINESSES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Who Is An Insured -Unnamed Subsidiaries B. Who Is An Insured -Employees And Volunteer Workers -Bodily Injury To Co-Employees And Co-Volunteer Workers PROVISIONS A. WHO IS AN INSURED UNNAMED SUBSIDIARIES The following is added to SECTION II -WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II -Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; C. Who Is An Insured -Newly Acquired Or Formed Limited Liability Companies D. Incidental Medical Malpractice E. Blanket Waiver Of Subrogation b. An organization other than a partnership, joint venture or limited liability company; or c. A trust: as indicated in its name or the documents that govern its structure. B. WHO IS AN INSURED -EMPLOYEES AND VOLUNTEER WORKERS -BODILY INJURY TO CO-EMPLOYEES AND CO-VOLUNTEER WORKERS The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or performing duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" while performing duties related to the conduct of your business. C. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES 1. The following replaces the first sentence of Paragraph 3. of SECTION II -WHO IS AN INSURED: Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if CG DB 42 0219 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D COMMERCIAL GENERAL LIABILITY there is no other similar insurance available to that organization. 2. The following replaces the last sentence of Paragraph 3. of SECTION II -WHO IS AN INSURED: For the purposes of Paragraph 1. of Section II -Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. D. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x­ ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. E. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, Page 2 of 3 © 2018 The Travelers Indemnity Company. All rights reserved. CG D8 42 0219 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: COMMERCIAL GENERAL LIABILITY a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. CG D8 42 0219 © 2018 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material ot Insurance services Ottice, Inc., with its permission. Docusign Envelope ID: F79B86C0-0FF5-866E-83AC-085E966A5C1D THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CALIFORNIA CHANGES -CANCELLATION AND NONRENEWAL This endorsement modifies insurance provided under the following: CAPITAL ASSETS PROGRAM (OUTPUT POLICY) COVERAGE PART COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL INLAND MARINE COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART CRIME AND FIDELITY COVERAGE PART EMPLOYMENT-RELATED PRACTICES LIABILITY COVERAGE PART EQUIPMENT BREAKDOWN COVERAGE PART FARM COVERAGE PART LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Paragraphs 2. and 3. of the Cancellation Common Policy Condition are replaced by the following: 2. All Policies In Effect For 60 Days Or Less If this policy has been in effect for 60 days or less, and is not a renewal of a policy we have previously issued, we may cancel this policy by mailing or delivering to the first Named Insured, at the mailing address shown in the policy, and to the producer of record, advance written notice of cancellation, stating the reason for cancellation, at least: a. 10 days before the effective date of cancellation if we cancel for: (1) Nonpayment of premium; or (2) Discovery of fraud by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. b. 30 days before the effective date of cancellation if we cancel for any other reason. 3. All Policies In Effect For More Than 60 Days a. If this policy has been in effect for more than 60 days, or is a renewal of a policy we issued, we may cancel this policy only upon the occurrence, after the effective date of the policy, of one or more of the following: (1) Nonpayment of premium, including payment due on a prior policy we issued and due during the current policy term covering the same risks. (2) Discovery of fraud or material misrepresentation by: (a) Any insured or his or her representative in obtaining this insurance; or (b) You or your representative in pursuing a claim under this policy. (3) A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4) Discovery of willful or grossly negligent acts or omissions, or of any violations of state laws or regulations establishing safety standards, by you or your representative, which materially increase any of the risks insured against. IL 02 70 07 20 © Insurance Services Office, Inc., 2020 Page 1 of 4