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Environmental Compliance Experts LLC; 2019-05-28; PSA19-760UTIL
PSA19-760UTIL General Counsel Approved Version 9/27/16 1 AMENDMENT NO. 1 TO AGREEMENT FOR PSM/RMP/CALARP REGULATIONS COMPLIANCE ASSISTANCE SERVICES ENVIRONMENTAL COMPLIANCE EXPERTS This Amendment No. 1 is entered into and effective as of the _______ day of ______________________________, 2020, amending the agreement dated May 28, 2019, (the “Agreement”) 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, ("CMWD"), and Environmental Compliance Experts, a California limited liability company, (“Contractor") (collectively, the “Parties”) for Process Safety Management (PSM), Risk Management Program (RMP), and California Accidental Release Prevention Program (CalARP) regulations compliance assistance services. RECITALS A.The Parties desire to alter the Agreement’s total fee payable for the Services performed during each year of the Agreement to be twenty-nine thousand dollars ($29,000). NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1.With this Amendment, the total annual Agreement amount shall not exceed twenty- nine thousand dollars ($29,000). 2.CMWD will pay Contractor for all work associated with those services described in the Agreement on a time and materials basis not-to-exceed twenty-nine thousand dollars ($29,000) for each year of the Agreement. Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CMWD. 3.Contractor will complete all work by May 27, 2021. 4.All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5.All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// DocuSign Envelope ID: 427F5FEC-26D4-46F5-8628-1F202BA183A3 August 3rd PSA19-760UTIL General Counsel Approved Version 9/27/16 2 6.The individuals executing this Amendment 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 Amendment. 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 ENVIRONMENTAL COMPLIANCE EXPERTS, a California limited liability company By: By: Vicki V. Quiram, General Manager, as authorized by the Executive Manager (sign here) James Tilley, Managing Member (print name/title) By: (sign here) (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: CELIA A. BREWER, General Counsel By: _____________________________ Assistant General Counsel DocuSign Envelope ID: 427F5FEC-26D4-46F5-8628-1F202BA183A3 02/06/2020 KIAC Insurance Agency 3025 Cadencia St Carlsbad, CA 92009 License #: 0E67716 Robert Kipper (760)471-2200 (760)856-4071 bob@kipperinsurance.com 00002961-130514 2 Environmental Compliance Experts, LLC 3460 Marron Road Ste 103-222 Oceanside, CA 92056 Nautilus Insurance Company A Y ECP2028270.11 02/04/2020 02/04/2021X X X 2,000,000 100,000 5,000 2,000,000 2,000,000 2,000,000 Nautilus Insurance Company A Y ECP2028270.11 02/04/2020 02/04/2021Polution Liability Occurance 2,000,000 Nautilus Insurance Company A ECP2028270.11 02/04/2020 02/04/2021Professional Liab Occurance 2,000,000 City of Carlsbad/CMWD is listed as an additional insured as per ECP1004 08 16 attached and waiver of subrogation ENV 2004 06 18 attached. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - ECMm#35050 New York, NY 10163-4668 (RWK) Printed by RWK on February 06, 2020 at 02:46PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDLSUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION$$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE PSA19-760UTIL General Counsel Approved Version 6/12/18 1 AGREEMENT FOR PSM/RMP/CALARP REGULATIONS COMPLIANCE ASSISTANCE SERVICES ENVIRONMENTAL COMPLIANCE EXPERTS LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2019, 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, ("CMWD"), and ENVIRONMENTAL COMPLIANCE EXPERTS, a limited liability company, ("Contractor"). RECITALS A.CMWD requires the professional services of a consultant that is experienced in regulation compliance assistance with regards to chlorine use at two Maerkle facilities; Process Safety Management (PSM), Risk Management Program (RMP), and California Accidental Release Prevention Program (CalARP). B.Contractor has the necessary experience in providing professional services and advice related to regulation compliance assistance for the PSM/RMP/CalARP programs. 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 herein, CMWD and Contractor agree as follows: 1.SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in 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 for a period of two (2) years from the date first above written. The Executive Manager may amend the Agreement to extend it for two (2) additional two (2)year periods 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. 5.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-nine thousand dollars ($29,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty-nine thousand dollars ($29,000) per DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 May 28th PSA19-760UTIL General Counsel Approved Version 6/12/18 2 Agreement year. 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.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 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 the 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. 7.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 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. 8.OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9.INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct 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. 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 the their 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. 10.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 DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 PSA19-760UTIL General Counsel Approved Version 6/12/18 3 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. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & 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. 10.1.2 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. 10.1.3 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. 10.1.4 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. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 PSA19-760UTIL General Counsel Approved Version 6/12/18 4 10.4 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. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11.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. 12.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 three (3) years from the date of final payment under this Agreement. 13.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. 14.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. 15.NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Eric Sanders Name Jake Tilley Title Utilities Manager Title Principal Engineer Carlsbad Municipal Water District Address 3460 Marron Road, Suite 103-222 Address 5950 El Camino Real Oceanside, CA 92056 Carlsbad, CA 92008 Phone 760-536-3506 Phone 760-438-2722 x7151 E-mail jake.tilley@ececonsulting.net Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 PSA19-760UTIL General Counsel Approved Version 6/12/18 5 16.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. The Contractor shall report investments or interests in all categories. Yes No 17.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. 18.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.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. 20.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. DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 PSA19-760UTIL General Counsel Approved Version 6/12/18 6 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21.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. 22.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 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 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. 23.JURISDICTION AND VENUE 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. 24.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. 25.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. DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 PSA19-760UTIL General Counsel Approved Version 6/12/18 7 26.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. 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 ENVIRONMENTAL COMPLIANCE EXPERTS, a limited liability company By: By: (sign here) Vicki Quiram, General Manager, as authorized by the Executive Manager (print name/title) By: (sign here) (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: CELIA A. BREWER, General Counsel By:_____________________________ Deputy General Counsel Jake Tilley / Managing Member DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 James Tilley / Managing Member Environmental Compliance Experts Your Compliance is Our #1 Priority 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net March 22, 2019 Mr. Eric Sanders City of Carlsbad Water Operations 5950 El Camino Real Carlsbad, CA 92008 Sent via email: eric.sanders@carlsbadca.gov RE: Proposal for City of Carlsbad – MAERKLE CHLORINE FACILITIES: PSM/RMP/CalARP Regulation Compliance Assistance Dear Mr. Sanders: Environmental Compliance Experts (ECE) hereby submits this proposal to provide comprehensive support regarding the City of Carlsbad’s PSM/RMP/CalARP programs associated with the chlorine processes at the Maerkle Chlorine Stations (Upper and Lower). The studies, submission documents, and general support will be conducted in accordance with the requirements of: Cal-OSHA’s Process Safety Management (PSM) [8 CCR § 5189], EPA’s Risk Management Program (RMP) [40 CFR Part 68] regulations, and the California Accidental Release Prevention (CalARP) program [CCR Title 19, Division 2, Chapter 4.5]. These regulations require that several milestone studies as well as ongoing implementation tasks are completed in order to remain in compliance. ECE proposes to facilitate the required studies and meetings for The City of Carlsbad Water Operations Department, and to provide the required written reports that detail the findings and recommendations. ECE will also prepare the documents required for submission to both EPA and the CUPA based on the regulatory due dates. This scope of work includes the following tasks based on compliance requirements of the three regulations referenced above: 1)PSM/RMP/CalARP Team Quarterly Meetings 2)Three-Year Compliance Audit 3)Five-Year Revalidation Studies & Submission Documents 4)PSM/RMP Training 5)Updates to PSM/RMP Written Programs 6)As-Needed Support These tasks are detailed below. Task 1: PSM/RMP/CalARP Team Quarterly Meetings ** Due Quarterly ** ECE will facilitate a quarterly meeting with the City of Carlsbad Water Operations group to ensure that outstanding issues associated with the PSM/RMP programs for the Maerkle Chlorine Stations are progressing and are being resolved in a timely manner. Based on the City of Carlsbad’s PSM policies, routine meetings with operations staff are held to satisfy the Employee Participation element of the regulations, which includes having the opportunity for ongoing input into the development and implementation of the PSM/RMP policies and procedures. SCOPE OF SERVICES PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 Page 2 of 6 Mr. Eric Sanders March 22, 2019 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net ECE will provide expert guidance during the team’s review of recommendation status from studies such as Process Hazard Analyses, Three-Year Compliance Audits, SOP Reviews, Incident Investigations, Regulatory Inspections (including CUPA, Cal-OSHA, and/or EPA), and previous PSM Team Meetings. ECE will also assist the City Water Operations Team to conduct the review and certification of the written chlorine Operating Procedures on an annual basis as required. A written test will be administered to staff to ensure appropriate transfer of knowledge. ECE will compile notes, findings, and recommendations from these PSM Quarterly Team Meetings and provide the results to the Water Operations Manager and/or Supervisor. Task 2: Three-Year Compliance Audit ** Due June 2019 ** Task 2a: On-Site Audit The Principal Engineer from Environmental Compliance Experts will conduct a one-day site visit at the City of Carlsbad Water Operations offices to review all elements of the Process Safety Management & Risk Management Programs. Using Compliance Audit checklists published by OSHA, EPA, and Cal-OES, the Auditor will examine the written reports, policies, and procedures that comprise the PSM/RMP/CalARP programs to make an evaluation of the degree of implementation and to identify potential areas for improvement. Discussions with operations personnel during the Compliance Audit will enable the Auditor to comprehensively evaluate the facility’s implementation and documentation practices. ECE will request access to the following information / documents / records in order to ensure that the Audit fully gauges the level of compliance: Chlorine Piping & Instrumentation Diagrams (P&IDs) Safety Systems (Chlorine Leak Detectors, scrubber system details, halogen valve specs, etc.) Status of Previous Process Hazard Analysis (PHA) Recommendations Status of Previous Compliance Audit Recommendations Written Operating Procedures, SOP Annual Review Documentation Employee Training Records Chlorine Contractor Training Records & Associated Documentation General Chlorine Awareness training (plant wide) Records of Previous Incident Investigations & Corrective Actions Chlorine Equipment Preventative Maintenance Schedule & Records Emergency Planning & Response Policies / Emergency Action Plan Training Records Hazard Assessment Reports (Worst Case & Alternate Release Scenarios) RMP Management Programs / Organization Chart CalARP Submission documents, CUPA correspondence, CUPA Inspection Reports RMP Submittal Documentation (CDX, RMP*eSubmit) Where gaps are observed in either the written programs or the facility’s recordkeeping practices, the Auditor will note findings, which lead to the development of recommendations. The recommendations will address deviations from regulatory requirements, as well as inconsistencies between the facility’s written programs and recordkeeping practices. PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 Page 3 of 6 Mr. Eric Sanders March 22, 2019 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net Task 2b: Audit Report Preparation & Documentation of Recommendations A comprehensive written Compliance Audit report will be prepared following the on-site audit. The report will include all checklists that document the findings and recommendations, as well as a technical description of the audit process used by the ECE Auditor. The preparation of the audit report is a culmination of the findings and notes observed on-site. It also provides the auditor an opportunity to carefully review the requirements within each PSM, RMP, and CalARP element to ensure all questions in the audit checklists have been affirmatively answered. The Audit Report will contain the required elements as specified by the PSM and RMP rules, which include a written acknowledgement / certification by a facility representative. The audit recommendations will be provided to Audit team members in the DRAFT review phase, prior to the issuance of the final Compliance Audit report. Deliverables include electronic and hard copies of the full Compliance Audit report and recommendation tracking form. The recommendations will be summarized in the report, and an independent status tracking sheet will be provided to the City of Carlsbad audit team personnel by ECE. As required by the CalARP program, ECE will also assist the City of Carlsbad Water Operations audit team members with the preparation of the timeline for completion of the audit recommendations to be submitted to the CUPA for approval. Task 3: Five-Year Revalidation Studies & Submission Documents ** Due April – June 2019 ** Task 3a: Process Hazard Analysis Revalidation Study (* due April 2019 *) The Process Hazard Analysis (PHA) Study is an engineering evaluation of the potential design and operability issues with the regulated processes onsite (two chlorine water treatment processes). Potential deviations from normal conditions are methodically reviewed and discussed in a team setting in order to evaluate potential risks to the ongoing operations of the chlorine systems. Where existing “safeguards” (administrative and/or engineering controls) are deemed inadequate by the PHA Team, recommendations are made to reduce the qualitative risks discussed. The team for the PHA study must include various members with diverse areas of expertise including the following: water operations personnel, methodology experts experienced in the specific method utilized (ECE engineer), City management representatives (Operations Manager, Environmental Health & Safety, etc.). The PHA Revalidation Study for the City of Carlsbad Maerkle Chlorine Stations will include the following topics to ensure that the potential hazards with the chlorine systems have been sufficiently addressed and that the PHA documentation reflects the current design and operational status of the equipment: Detailed discussion regarding chlorine system design changes since the previous PHA Study; Review status of recommendations from the previous PHA study; Review chlorine-related incidents / near misses, and associated corrective actions since the previous PHA Study; A comprehensive HAZOP analysis / review of each major chlorine system component; Evaluation of supplemental safety and operational issues per industry checklists; and Walkthrough site inspection of chlorine system equipment to review site-specific risks. Recommendations that are generated by the Process Hazard Analysis team to address potential areas of concern will be provided to City of Carlsbad personnel for DRAFT review prior to issuance of the final report. A recommendation tracking sheet that can be used to track the status of each mitigation PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 Page 4 of 6 Mr. Eric Sanders March 22, 2019 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net measure recommended during the PHA will also be provided by ECE. A timeline for completion of all recommendations is required to be developed with a maximum of 2.5 years allotted for each item. The Principal Engineer from ECE will facilitate the PHA study during a one-day site visit at the City of Carlsbad operations offices. As required by the CalARP regulations, ECE will coordinate approval of the methodology with the Certified Unified Program Agency (CUPA), San Diego County Department of Environmental Health. NOTE: Costs associated with the participation of additional contractors, consultants, and/or regulatory representatives are not included in this proposal. Task 3b: Hazard Assessment Update (* due May 2019 *) Another element of the Five-Year Revalidation project is the Hazard Assessment Update that includes the evaluation of two potential chlorine release scenarios including the Worst Case Scenario and the Alternate Release Scenario. These hypothetical release scenarios are evaluated in a detailed report based on specific parameters of the design of the chlorine processes (maximum inventory of chlorine, capacity of largest container in the system, location of largest container, ventilation system, etc.). ECE proposes to utilize the guidance documents published by EPA as the basis for the Hazard Assessment Study and report. The definition of the Worst Case Scenario includes the release of the maximum amount of chlorine in the largest vessel over a 10 minute release duration (defined as a “transient” release). The Alternate Release Scenario considers more realistic parameters and represents the types of releases that are more common in the industry such as valve leaks, cracked hoses / tubing, leak during a container changeout, pin hole cracks, etc. (defined as a “steady-state” release). The Hazard Assessment Update report will include documentation of all assumptions, parameters, pertinent facility design details, as well as calculations that support the development of both release scenarios: Worst Case and Alternate Release. This study is required to be updated at least every 5 years in order to document the most current residential population estimates within each zone of vulnerability, as well as sensitive receptors such as schools, day care centers, hospitals, etc. Task 3c: CalARP Seismic Assessment (* Due April 2019 *) Processes regulated by the CalARP program are required to be visually inspected by an engineer to identify potential areas of concern with process equipment, piping and supports, and the buildings that house the regulated processes (i.e., chlorine treatment systems). Qualitative evaluations are made by the engineer to address the seismic adequacy of regulated components. Recommendations for improvements are made as needed to address potentially risky areas. The Principal Engineer at ECE will conduct the walkdown and document the CalARP Seismic Assessment report. A list of findings and recommendations will be provided to The City of Carlsbad Water Operations personnel to ensure all items are properly resolved and documented. Task 3d: RMP Submission Documents (* Due June 2019 *) At least every five years, the RMP on file with EPA is required to be fully updated and re-submitted. Following completion of Tasks 1-3 in this scope of work, ECE will work with The City of Carlsbad Water Operations department to update and prepare the RMP Submit via EPA’s online database, Central Data Exchange (CDX). ECE will serve in the role as “Preparer” of the RMP in order to ensure that each field of the Data Elements as well as the Executive Summary is fully updated and current. Once the updates are complete, ECE will submit the RMP for certification via the CDX website. Following the certification by The City of Carlsbad, a copy of the “Current” RMP will be provided by ECE for the facility’s records along with the next 5-year due date. PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 Page 5 of 6 Mr. Eric Sanders March 22, 2019 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net Following completion of the RMP Submit, ECE will prepare the CalARP submittal document in accordance with the requirements of the San Diego County Department of Environmental Health CUPA (“Risk Management Plan”). A full update of the CalARP submission document is required every 5 years. ECE will ensure that the specific guidelines published by the San Diego County CUPA are followed in the development of the Risk Management Plan including the preparation and the submission. RMP Responsible personnel from the City of Carlsbad will be required to certify the Risk Management Plan. ECE will support The City of Carlsbad during the CUPA review process and will ensure that any issues noted are resolved / corrected until the submission document is fully accepted by the CUPA. Task 4: PSM/RMP Training A training class will be provided to City of Carlsbad Water Operations Department to increase awareness of the regulatory requirements associated with the City’s use of chlorine, as well as the various implementation responsibilities assigned to different team members. Each element of the PSM, RMP, and CalARP programs will be detailed to enhance the department’s capabilities to remain in compliance throughout operation of the chlorine processes at the Maerkle Chlorine Facilities. The trainer from ECE will highlight specific duties assigned to water operations personnel and suggest methods for ensuring the recordkeeping is properly conducted and documented. A written test will be provided to all attendees, with a training certificates provided to those who satisfactorily pass. One training class is included in this scope of work that covers calendar years 2019 – 2020. Task 5: Updates to PSM/RMP Written Programs Part of the implementation process of the regulatory requirements typically generates suggested changes / updates / revisions / corrections to the PSM/RMP/CalARP documentation. ECE will manage those suggested updates, and provide current revision pages to include in the City’s written programs. These can include minor policy updates, revisions to SOPs, personnel changes, updates based on revised regulatory interpretations, etc. These updates will also include corrections as noted in studies such as Three-Year Compliance Audits, PHA Revalidations, or Incident Investigations (as appropriate). ECE will provide electronic and/or hard copies of the written program updates. Task 6: As-Needed Support ECE will be available for additional compliance support as the need arises. This task may include support with issues such as: regulatory inspection attendance / follow-up assistance, additional training for City personnel (potentially outside the water operations group), acting as a liaison with interested outside parties such as chlorine delivery contractors / local Fire Departments / City Managers, developing hazardous materials inventories, etc. Recordkeeping will be provided to Water Operations to ensure robust / comprehensive records are kept as they relate to ongoing chlorine compliance. This task will be billed on a Time & Materials basis for labor hours spent by ECE. * PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 Page 6 of 6 Mr. Eric Sanders March 22, 2019 3460 Marron Road, Suite 103-222 (760) 536-3506 Oceanside, California 92056 info@ececonsulting.net Project Costs: PSM/RMP/CalARP Comprehensive Support This proposal is submitted on a fixed-fee basis (except for Task 6*, as noted). The costs associated with providing comprehensive support for the ongoing development and implementation of the City of Carlsbad’s PSM/RMP/CalARP programs are detailed below and are based on Tasks 1-6 as detailed above. All direct project costs are included such as: travel (mileage), materials, shipping, etc. Task Costs 1 Quarterly PSM Team Meetings (7 total mtgs) $ 6,960 2a Three-Year Compliance Audit (On-site Audit) $ 1,275 2b Three-Year Compliance Audit (Audit Report Preparation & Recommendations) $ 2,590 3a Process Hazard Analysis Revalidation Study + PHA Report $ 3,410 3b Hazard Assessment Update $ 1,120 3c CalARP Seismic Assessment (includes walkdown by ECE Engineer) $ 1,535 3d RMP Submission Documents (EPA = RMP eSubmit; SD CUPA = Risk Management Plan) $ 1,260 4 PSM/RMP Training $ 1,330 5 Updates to PSM/RMP Written Programs $ 2,800 6 As-Needed Support* $ 6,720 Project Total $ 29,000 If you have any questions, please contact me at 760-536-3506 or jake.tilley@ececonsulting.net. You can initiate this project by providing a Purchase Order to my attention. Sincerely, Environmental Compliance Experts Jake Tilley Principal Engineer PSA19-760UTIL Exhibit "A" DocuSign Envelope ID: D60AC916-188A-4851-AA71-27D8FEE1AAA9 04/17/2019 KIAC Insurance Agency 3025 Cadencia St Carlsbad, CA 92009 License #: 0E67716 Robert Kipper (760)471-2200 (760)856-4071 bob@kipperinsurance.com 00000000-130514 1 Environmental Compliance Experts, LLC 3460 Marron Road Ste 103-222 Oceanside, CA 92056 Nautilus A Y ECP2028270.10 02/04/2019 02/04/2020X X X 2,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 Nautilus A Y ECP2028270.10 02/04/2019 02/04/2020Polution Liability Occurance 2,000,000 Nautilus A Y ECP2028270.10 02/04/2019 02/04/2020Professional Liab Occurance 2,000,000 City of Carlsbad/CMWD is listed as an additional insured as per ECP1004 08 16 attached and waiver of subrogation ENV 2004 06 18 attached. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - ECMm#35050 New York, NY 10163-4668 (RWK) Printed by RWK on April 17, 2019 at 05:23PM ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDLSUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOSHIREDNON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION$$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE AUTOMOBILE POLICY PACKET POLICY PERIOD: IMPORTANT MESSAGES Refer to your Declarations Page and endorsements to verify that coverages, limits, deductibles and other policy details are correct and meet your insurance needs. Required information forms are also enclosed for your review. To receive this document and others electronically, or manage your Auto Policy online, go to usaa.com. For U.S. calls: Policy Service (800) 531-8111. Claims (800) 531-8222. ACS1 49708-0406 PAGE 1 MAIL MCH-M-I Y1392 DECEMBER 19,2018 JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 CIC 00806 14 21 7101 7 EFFECTIVE JAN 25 2019 TO JUL 25 2019 Please refer to attached form entitled "Notice of Information Practices" for privacy notice information. Check your vehicle for a safety recall today!Visit www.usaa.com/autorecall to learn more. For information about the available discounts and the factors we use to determine premiums,please read the enclosed flier,"Information Used to Determine Your Premium." Thank you for renewing your policy and allowing us to continue servicing your insurance needs.If you have any concerns or need to modify or cancel the renewal policy,please contact us immediately. The amounts of your expiring and renewing annual mileage are the same,and they're listed as Annual Mileage on your Declarations page.If your estimated mileage for the coming year is different from the mileage listed on your Declarations,log on to usaa.com,enter Auto Policy Summary in the search field,and click Change Usage and Annual Mileage.You can also contact us at the number below. Your Uninsured Motorists Bodily Injury Coverage (UMBI)and Uninsured Motorists Property Damage (UMPD)selection/rejection remains in effect.You may quote different coverage limits and make changes at any time to your policy on usaa.com.Or you may call us at 1-800-531-USAA (8722). This is not a bill.Any premium charge or change for this policy will be reflected on your next regular monthly statement.Your current billing statement should still be paid by the due date indicated. THIS PAGE INTENTIONALLY LEFT BLANK PAGE 2 AUTOMOBILE POLICY PACKET CONTINUED ACS2 PAGE 3 CIC 00806 14 21 7101 7 You may exclude from coverage any operator who does not qualify for the California Good Driver Discount.Please refer to the enclosed flier, "Information Used to Determine Your Premium." TEXTING &DRIVING ...It Can Wait!Join USAA in the movement against distracted driving by going to http://itcanwait.usaa.com to watch powerful videos and take the pledge to not text and drive! Coverage exclusions apply when your vehicle is used in ride sharing.If you need coverage for ride sharing activities,we're pleased to offer Ride Share Gap Protection.Please contact us for more information or to obtain a quote. You may designate a third party to receive notice of policy cancellation or nonrenewal by completing the attached form 40CA. USAA considers many factors when determining your premium.Maintaining safe driving habits is one of the most important steps you can take in keeping your premium as low as possible.A history of claim or driving activity and your USAA payment history may affect your policy premium. We have provided your ID cards in this packet.You can use the cards to show proof of insurance,if necessary. b a c kCALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must provide evidence of financial responsibility at the scene.f Failure to comply is an infraction and shall be punishable byofines, impoundment or license suspension.l d Insurance Company Policy Number Effective Date Expiration Date Additional copies available at usaa.comVehicle Make/Vehicle Identification Number Year This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 California Automobile Insurance Identification Cards We've issued two identification cards as evidence of liability insurance for your vehicle(s). These cards are valid only as long as liability insurance remains in force.Keep a copy of the ID card in your vehicle at all times. You may be required to produce your identification card at vehicle registration or inspection, when applying for a driver's license, following an accident, or upon a law enforcement officer's request. 53CA1 Rev. 06-13 55047-0513_02 b a c k CALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must f provide evidence of financial responsibility at the scene. o Failure to comply is an infraction and shall be punishable by l fines, impoundment or license suspension. d Insurance Company Policy Number Effective Date Expiration Date Vehicle Make/Vehicle Identification Number Year Additional copies available at usaa.com This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 PAGE 4 25968 JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 JAMES K TILLEY HEATHER L TILLEY USAA CASUALTY INSURANCE COMPANY 00806 14 21C 7101 7 01/25/19 07/25/19 NISSAN 1N4AL3AP4FC169119 2015 CONTACT US:210-531-USAA(8722) OR 800-531-USAA 12/19/18 25968 JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 JAMES K TILLEY HEATHER L TILLEY USAA CASUALTY INSURANCE COMPANY 00806 14 21C 7101 7 01/25/19 07/25/19 NISSAN 1N4AL3AP4FC169119 2015 CONTACT US:210-531-USAA(8722) OR 800-531-USAA b a c kCALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must provide evidence of financial responsibility at the scene.f Failure to comply is an infraction and shall be punishable byofines, impoundment or license suspension.l d Insurance Company Policy Number Effective Date Expiration Date Additional copies available at usaa.comVehicle Make/Vehicle Identification Number Year This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 California Automobile Insurance Identification Cards We've issued two identification cards as evidence of liability insurance for your vehicle(s). These cards are valid only as long as liability insurance remains in force.Keep a copy of the ID card in your vehicle at all times. You may be required to produce your identification card at vehicle registration or inspection, when applying for a driver's license, following an accident, or upon a law enforcement officer's request. 53CA2 Rev. 06-13 55047-0513_02 b a c k CALIFORNIA EVIDENCE OF FINANCIAL RESPONSIBILITY Name and Address of Insured NAIC California Evidence of Financial Responsibility Keep this card. IMPORTANT:The California Financial Responsibility Act (Section 16020) of the Vehicle Code requires every owner or operator of a vehicle subject to the requirements of the Financial Responsibility Act to carry evidence of financial responsibility in the vehicle at all times. Under vehicle code (Section 16028) every driver involved in an accident must f provide evidence of financial responsibility at the scene. o Failure to comply is an infraction and shall be punishable by l fines, impoundment or license suspension. d Insurance Company Policy Number Effective Date Expiration Date Vehicle Make/Vehicle Identification Number Year Additional copies available at usaa.com This policy provides at least the minimum amounts of liability insurance required by the CA VEH CODE SECTION 16056 for the specified vehicle and named insureds and may provide coverage for other persons and other vehicles as provided by the insurance policy.9800 Fredericksburg Road, San Antonio, Texas 78288 PAGE 5 25968 HEATHER L TILLEY JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 JAMES K TILLEY HEATHER L TILLEY USAA CASUALTY INSURANCE COMPANY 00806 14 21C 7101 7 01/25/19 07/25/19 FORD 2FMGK5C88EBD17579 2014 CONTACT US:210-531-USAA(8722) OR 800-531-USAA 12/19/18 25968 HEATHER L TILLEY JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 JAMES K TILLEY HEATHER L TILLEY USAA CASUALTY INSURANCE COMPANY 00806 14 21C 7101 7 01/25/19 07/25/19 FORD 2FMGK5C88EBD17579 2014 CONTACT US:210-531-USAA(8722) OR 800-531-USAA USAA CASUALTY INSURANCE COMPANY (A Stock Insurance Company)State Veh POLICY NUMBER 9800 Fredericksburg Road - San Antonio, Texas 78288 Terr POLICY PERIOD:(12:01 A.M. standard time) Named Insured and Address WORK/SCHOOLVEH USE*Description of Vehicle(s)Miles DaysANNUALOnePerVEHYEARTRADE NAME MODEL BODY TYPE IDENTIFICATION NUMBER SYM Way WeekMILEAGE W/C=Work/School;B=Business;F=Farm;P=PleasureThe Vehicle(s) described herein is principally garaged at the above address unless otherwise stated.* This policy provides ONLY those coverages where a premium is shown below. The limits shownmay be reduced by policy provisions and may not be combined regardless of the number ofvehicles for which a premium is listed unless specifically authorized elsewhere in this policy. VEH VEHVEHVEHCOVERAGESLIMITS OF LIABILITY ("ACV" MEANS ACTUAL CASH VALUE)D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM AMOUNT $AMOUNT $AMOUNT $AMOUNT $ V V V V E E E E H H H H In WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary at San Antonio, Texas, on this date 5000 C 53383- PAGE 6 ADDL INFO ON NEXT PAGE MAIL MCH-M-I RENEWAL OF 04 05 00806 14 21CCA227227XX 7101 7 CALIFORNIA AUTO POLICY EFFECTIVE JAN 25 2019 TO JUL 25 2019RENEWALDECLARATIONS OPERATORS(ATTACH TO PREVIOUS POLICY) 01 JAMES K TILLEY 03 HEATHER L TILLEY JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 04 15 NISSAN ALTIMA 4D 13000 1N4AL3AP4FC169119 P 05 14 FORD FLEX 4D SEL 4D 10000 2FMGK5C88EBD17579 P VEH 04 VISTA CA 92081-4500 VEH 05 VISTA CA 92081-4500 05 6-MONTH046-MONTH PART A -LIABILITY BODILY INJURY EA PER $100,000 EA ACC $300,000 110.16 174.33 PROPERTY DAMAGE EA ACC $50,000 82.35 142.27 PART B -MEDICAL PAYMENTS EA PER $5,000 6.09 8.57 EXTENDED BENEFITS WAGE EARNER DISAB $1,000 PER 30-DAY PERIOD ESSENTIAL SVCS DISAB $45 WK 3.28 3.28 PART C -UNINSURED MOTORISTS BODILY INJURY EA PER $100,000 EA ACC $300,000 36.48 53.38 WAIVER OF COLL DEDUCTIBLE 2.13 3.11 PART D -PHYSICAL DAMAGE COVERAGE COMPREHENSIVE LOSS ACV LESS D 500 28.66D 500 23.70 COLLISION LOSS ACV LESS D 500 173.26D 500 204.09 RENTAL REIMBURSEMENT STANDARD CLASS 16.80 16.80 TOTAL PREMIUM -SEE FOLLOWING PAGE(S) LOSS PAYEE VEH 05 SAN DIEGO COUNTY CREDIT UNION,SAN DIEGO CA ENDORSEMENTS:ADDED 01-25-19 -NONE REMAIN IN EFFECT(REFER TO PREVIOUS POLICY)-RSGPCW(01)5100CA(02) INFORMATION FORMS:NIPFCA(05)320CA(05)CADS(04)40CA(01)13580(03) 999CA(18) 04 RMM28000N 05 RMF29100N DECEMBER 19,2018 05-12 05-12 USAA CASUALTY INSURANCE COMPANY (A Stock Insurance Company)State Veh POLICY NUMBER 9800 Fredericksburg Road - San Antonio, Texas 78288 Terr POLICY PERIOD:(12:01 A.M. standard time) Named Insured and Address WORK/SCHOOLVEH USE *Description of Vehicle(s)Miles DaysANNUALOnePerVEHYEARBODY TYPEMODEL IDENTIFICATION NUMBER SYMTRADE NAME Way WeekMILEAGE The Vehicle(s) described herein is principally garaged at the above address unless otherwise stated.W/C=Work/School;B=Business;F=Farm;P=Pleasure* This policy provides ONLY those coverages where a premium is shown below. The limits shown may be reduced by policy provisions and may not be combined regardless of the number of vehicles for which a premium is listed unless specifically authorized elsewhere in this policy. VEH VEH VEH VEHCOVERAGESLIMITS OF LIABILITY ("ACV" MEANS ACTUAL CASH VALUE)D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM D=DED PREMIUM AMOUNT $AMOUNT $AMOUNT $AMOUNT $ V V V V E E E E H H H H In WITNESS WHEREOF, we have caused this policy to be signed by our President and Secretary at San Antonio, Texas, on this date 5000 C 53383- PAGE 7 CA XX 00806 14 21C 7101 7 CALIFORNIA AUTO POLICY EFFECTIVE JAN 25 2019 TO JUL 25 2019RENEWALDECLARATIONS (ATTACH TO PREVIOUS POLICY) JAMES K TILLEY 1774 COTTONWOOD DR VISTA CA 92081-4500 ___________________________________________________________________________________ VEHICLE TOTAL PREMIUM 459.21 629.53 6 MONTH PREMIUM $1088.74 PREMIUM DUE AT INCEPTION.THIS IS NOT A BILL,STATEMENT TO FOLLOW. $123.83 INCLUDED IN PREMIUM FOR VEH 05 AS A RESULT OF AN ACCIDENT(S). THE FOLLOWING COVERAGE(S)DEFINED IN THIS POLICY ARE NOT PROVIDED FOR: VEH 04 -TOWING AND LABOR VEH 05 -TOWING AND LABOR DECEMBER 19,2018 05-12 05-12 SUPPLEMENTAL INFORMATION The following approximate premium discounts or credits have already been applied to reduce your policy premium costs. NOTE: Age or status, if allowed by your state/location, was taken into consideration whensenior citizen your rates were set and your premiums have already been adjusted. SUPDECCW Rev. 7-95 PAGE 8 CIC 00806 14 21 7101 EFFECTIVE JAN 25 2019 TO JUL 25 2019 VEHICLE 04 GOOD DRIVER DISCOUNT -$114.80 OPERATOR 01 MULTI-CAR DISCOUNT -$68.94 MULTI-POLICY DISCOUNT -$21.06 ALL OTHER PROPERTY AND CASUALTY LINES PASSIVE RESTRAINT DISCOUNT -$1.15 PERSISTENCY DISCOUNT -$26.61 PREMIER OPERATOR DISCOUNT -$89.21 VEHICLE 05 ANNUAL MILEAGE DISCOUNT -$16.84 ANTI-THEFT DISCOUNT -$6.44 GOOD DRIVER DISCOUNT -$157.38 OPERATOR 03 MULTI-CAR DISCOUNT -$97.97 MULTI-POLICY DISCOUNT -$29.93 ALL OTHER PROPERTY AND CASUALTY LINES PASSIVE RESTRAINT DISCOUNT -$1.46 PERSISTENCY DISCOUNT -$37.81 DECEMBER 19,2018 9800 Fredericksburg Road San Antonio, Texas 78288 NOTICE OF INFORMATION PRACTICES This notice describes the information practices of the: United Services Automobile Association, USAA Casualty Insurance Company, USAA General Indemnity Company, and Garrison Property and Casualty Insurance Company. These practices relate to the information we have about you. You may have also received our "Privacy Promise." However, the laws in your state require that we give you this notice. Any other notice does not limit your rights in this notice. COLLECTION OF INFORMATION We collect information about you, and the individuals you add on your policy, from various sources. This data may be gathered from you and other sources by telephone, in person, electronically, or by mail. Some examples are shown below: Information you provide on applications and other forms, such as name, address, and date of birth. Information about your transactions with us, or with other companies. This means, for example, a request for a new policy, a policy change, or a billing transaction. Information from consumer reporting agencies, such as a motor vehicle report. Data from research firms and other data providers. Information gathered during the process of handling insurance claims, including health information. Information from government agencies, such as accident or theft reports. SHARING OF INFORMATION AS PERMITTED BY LAW We may need to share some information about our current or former customers outside of USAA to properly manage our business. This includes sharing to efficiently service your accounts, to comply with laws, and for other routine business practices. For example, we may share such information with: You, when handling your insurance transactions. Our affiliates. Businesses that provide information to us or assist in settling claims. This may involve other insurers, medical care institutions or professionals, or repair shops. Regulatory, law enforcement, or other government agencies. Those who provide us a business service or help us with an insurance function, such as printers, mail houses, appraisers, or insurance support organizations. Those who assist us in detecting or preventing criminal activity, fraud, material misrepresentation, or material nondisclosure in connection with an insurance transaction. Those who serve us with a facially valid administrative or judicial order, including a search warrant or subpoena. Those who conduct actuarial or research studies. IMPORTANT PRIVACY CHOICES USAA provides two privacy opt out choices: (1) limit the information USAA uses for marketing and (2) limit the flow of information within USAA. You may opt out online by updating your Privacy Preferences at usaa.com/optout, or by calling us at (800) 531-7154. Opting out will make it difficult for us to serve you as you might expect. If you opt out: We may need you to repeat information that you have already provided and we may not be able to pre-fill applications for you. We may have to transfer your phone calls more often. We may not have information that allows us to offer you the products that best meet your needs. 50873-0114_01 NIP-F-CA(05) Rev. 01-14 Page 1 of 2 PAGE 9 CIC 00806 14 21 7101 AUTHORIZATION TO SHARE We honor any additional rights you may have under state laws. By not opting out, you authorize us to use and share your information within USAA. SECURITY AND CONFIDENTIALITY PRACTICES USAA protects the information we collect. Access to this information is limited to those persons who must have it to do their jobs. We also have: Physical security at our buildings. Password protected databases and virus/intrusion detection software. Privacy compliance audits. INFORMATION FOR INTERNET USERS USAA uses Internet cookies and related technology for your security, to manage our site and to provide more relevant offers. Visit our Security Center at usaa.com to learn more. USAA collects personal information on USAA websites, web pages and "apps", as well as public information posted on social media, for site management, security, business and marketing purposes. Examples of information we may collect include: previous URL you visited, transaction information you submit, and clicks on USAA ads and related pages. REVIEWING AND CORRECTING PERSONAL INFORMATION You may review our files of personal information about you. You may do this in person or request a copy. We are not required to provide information that relates to any claim, whether paid or not, or when the possibility of a lawsuit reasonably exists. The review request must: Be in writing. Specify the type of personal information you wish to review. Include your name, address, and policy number. Be mailed to: USAA, 9800 Fredericksburg Road, San Antonio, Texas 78288-0342 After we receive your request, we will: Inform you of the nature of the information we have. Confirm if the data you are requesting is available. Advise you of processing and copy fees. These fees are due before we provide any copies you request. If you request medical information supplied by a medical care institution or professional, we will release the information to you and tell you the source of the information. If you direct us, we will release copies of this information to the licensed medical professional you designate. Mental health information may be supplied to you only with the approval of a qualified professional with treatment responsibility for the condition to which the information relates. You may also request that we correct, amend, or delete incorrect personal information we have about you. This request must: Be made to us in writing. Be made separate from a review request. Explain what you believe is incorrect and why. Be mailed to the address given above. INSURANCE SUPPORT ORGANIZATIONS AND THE INFORMATION RETAINED Insurance support organizations may keep information they give us. These firms may share that information with other persons as permitted by law. NIP-F-CA(05) Rev. 01-14 Page 2 of 2 PAGE 10 CIC 00806 14 21 7101 COMPLAINT NOTICE Should any dispute arise about your premium or about a claim that you have filed, write or call us. The information shown below applies to the company displayed on the declaration page. usaa.com 9800 Fredericksburg Rd. San Antonio, Texas 78288 (800) 531-USAA (8722) The Department of Insurance should only be contacted if the problem cannot be resolved. You may write or call the Department of Insurance at: www.insurance.ca.gov California Department of Insurance Consumer Services Division 300 S. Spring Street Los Angeles, California 90013 (800) 927-HELP (4357) 55207-1016 320CA(05) Rev. 10-16 Page 1 of 1 PAGE 11 CIC 00806 14 21 7101 CERTIFICATE OF EXEMPTION WORKERS’ COMPENSATION/EMPLOYERS’ LIABILITY INSURANCE I, , am the [insert name] [title] of . I hereby certify that [name of company] [name of company] has no employees and is not required by law to maintain workers’ compensation or employers’ liability insurance. Should employ any person [name of company] during the term of the Agreement with the City of Carlsbad for , [description of project or work that is being contracted] then workers’ compensation and employers’ liability insurance will be obtained. [Name] [Title and name of company or corporation]