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LSA Associates Inc; 2018-02-26; UTIL1665
UTIL 1665 AGREEMENT FOR RECYCLED WATER PHASE Ill PIPELINE EXPANSION SEGMENT 9 BIOLOGICAL SURVEY AND MONITORING SERVICES LSA ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the :J(o f!J. day of __,__._.,""---"'==""'*---' 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a P lie Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and LSA ASSOCIATES INC., a California corporation, ("Contractor"). RECITALS A CMWD requires the professional services of a Qualified Biological Consultant that is experienced in Environmental Consulting and Biological Monitoring. B. Contractor has the necessary experience in providing professional services and advice related to Biological Monitoring. 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 one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) 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 shall not exceed twenty thousand five hundred dollars ($20,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed twenty thousand five hundred dollars ($20,500) per 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". General Counsel Approved Version 9/27 /17 1 UTIL 1665 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 attorney's 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 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 General Counsel Approved Version 9/27/17 2 UTIL 1665 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 Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 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. General Counsel Approved Version 9/27/17 3 UTIL 1665 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 any time, 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. ForCMWD Name Title Lindsay Leahy Associate Engineer Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone (760) 603-7325 For Contractor Name Title Jaime Morales Senior Biologist Address 703 Palomar Airport Rd., Suite 260 Carlsbad, CA 92011 Phone E-mail (760) 931-5471 jaime.morales@lsa.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. General Counsel Approved Version 9/27/17 4 UTIL 1665 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~ NoD 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. 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 General Counsel Approved Version 9/27/17 5 UTIL 1665 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. General Counsel Approved Version 9/27/17 6 UTIL 1665 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, LSA ASSOCIATES INC., a California corporation By J/ttr? ft_ (sign here) flob tl'~ni\) Cho1fma,V\.. " (print name'7title) By{~~· ~gnhere) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad Wendy Chambers/General Manager as authorized by the Executive Manager 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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 General Counsel Approved Version 9/27/17 7 UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING OF THE BOARD OF DIRECTORS OF LSA ASSOCIATES, INC. a California Corporation The undersigned, being all of the members of the Board of Directors (the "Board") of LSA Associates, Inc., a California corporation (the "Corporation") who would be entitled to notice of a special meeting of the Board for the purpose of taking the actions and adopting the resolutions set forth below, do hereby waive such notice, take the following actions, adopt the following resolutions by unanimous written consent to action without a meeting pursuant to Section 307 of the Corporations Code of the State of California, and direct that this consent be filed with the minutes of the Corporation: SIGNING AUTHORITY WHEREAS, the Board is authorized, pursuant to the Bylaws of the Corporation, to elect or appoint ofiicers, assistant officers and agents of the Corporation and to expressly delegate to said officers or agents such duties and authority as the Board shall deem necessary and as the needs of the Corporation may require incJuding, without limitation, specific signatory rights on behalf of the Corporation; WHEREAS, pursuant to the Bylaws of the Corporation, the Board previously elected the following officers and agents of the Corporation effective June 1, 2017: Rob McCann Mike Trotta Jeff Bray Nicole Dubois Rosalena Evans Chief Executive Officer President Executive Vice President Secretary Chief Financial Officer; and WHEREAS, pursuant to the Bylaws the Board desires to expressly grant to the foregoing officers of the Corporation certain rights and powers of signatory, including the right to make, execute, sign, acknowledge, file and deliver contracts for the performance of professional services provided by the Corporation. NOW, THEREFORE, BE IT RESOLVED, Rob McCann, Mike Trotta, Jeff Bray, and Nichole Dubois or any one of them acting alone, are authorized to sign on behalf of the Corporation contracts for the performance of professional services provided by this Corporation. Rosalena Evans is authorized to sign when the contract requires two officers. The signature of any one of said officers upon any such contracts shall be binding upon this Corporation; 49301489.v} provided, however, that any contract involving professional services valued at more than $250,000 shall also be signed by the Chief Executive Officer Rob McCann) or the President (Mike Trotta) or the Executive Vice President (Jeff Bray) in addition to one other authorized signer. No other persons are authorized to sign contracts for the performance of profossiunal services. RESOLVED, that all acts and deeds heretofore done or action taken by any officer or agent of the Corporation for and on behalf of the Corporation, in entering into, executing, acknowledging or attesting to any arrangements, agreements, instruments or documents which carry out the terms and intentions of any of the foregoing resolutions are hereby in all respects ratified, approved and confirmed; and it is further RESOLVED, that this Unanimous Written Consent may be signed in any number of counterparts, each of which (including any facsimile or "PDF" copies) shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and that such counterparts (including any facsimile or "PDF" copies) shall together constitute but one and the same instrument; and RESOLVED, that the fully executed copy of this Unanimous Written Consent shall be delivered to the Secretary of the Corporation for inclusion in the minutes of the proceedings of the Board. [Remainder of Page Intentionally Left Blank] 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Mceti ng as of May 25, 2017. BOARD: Ls Dan Airola Jeff Bray Mike Trotta Doug Frost Tom Nielsen Carollyn Lobell 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. BOARD: :it~ Dan Airola JeffBray Mil<t. Trotta Doug Frost Tom Nielsen Carollyn Lobell 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. _ BOARD: Les Card Mike Trotta Doug Frost Tom Nielsen Carollyn Lobell 49301489.vJ IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. BOARD: Les Card Dan Airola Jeff Bray ·~---Mike Trotta Doug Frost Tom Nielsen Carollyn Lobell 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. BOARD: Les Card Dan Airola Jeff Bray Mike Trotta Tom Nielsen Carollyn Lobell 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. BOARD: Les Card Dan Airola Jeff Bray Mike Trotta Carollyn Lobell 49301489.v3 IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors in Lieu of Special Meeting as of May 25, 2017. BOARD: Les Card Dan Airola JeffBray Mike Trotta Doug Frost Tom Nielsen 4930l489.v3 Exhibit A LSA January 31, 2018 Lindsay Leahy, P.E., Associate Engineer -Public Works Department City of Carlsbad 5950 El Camino Real Carlsbad, California 92008 BERKELEY CARLSBAD FRESNO IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO Subject: Proposal for Environmental Consulting Services in Support of the Recycled Water Phase Ill Pipeline Expansion Segment 9 Project Dear Ms. Leahy: LSA Associates, Inc., doing business as LSA, hereby submits this proposal to the City of Carlsbad (City) to provide environmental consulting services in support of the Recycled Water Phase Ill Pipeline Expansion Segment 9 Project. Specifically, LSA proposes to perform biological surveys and monitoring and prepare letters and memoranda summarizing survey and monitoring results. SCOPE OF WORK Task 1: Preconstruction Biological Resources Survey Per Mitigation Measure Bio-18 from the construction plans (Carlsbad Municipal Water District, July 2017), LSA will conduct one preconstruction survey along the entire project alignment to document existing biological resources adjacent to construction areas. The survey shall take place no more than 30 days prior to the start of construction. At a minimum, LSA shall perform a visual inspection of the adjacent open space areas in order to characterize the existing habitat types and determine the likelihood for special-status species and breeding birds to occur. The preconstruction biological resources survey results will be summarized in a brief letter that will be submitted to the City prior to construction. The letter will include construction resource avoidance measures, if necessary. Budget for this task assumes that construction activities at all three separate project areas will commence within 30 days of the preconstruction biological resources survey. This budget includes travel time and a reimbursable mileage expense. Task 2: Additional Preconstruction Biological Resources Surveys (Optional) If construction occurs in phases resulting in activities at all three separate project areas not commencing within the 30-day window of the original preconstruction biological resources survey (Task 1), then LSA will conduct up to two additional preconstruction biological resources surveys (one for each additional project area). The results of each preconstruction biological resources survey will be summarized in a brief letter that will be submitted to the City prior to construction. The letters will include construction resource and avoidance measures, if necessary. This budget includes travel time and a reimbursable mileage expense for each survey visit. 703 Palomar Airport Road, Suite 260, Carlsbad, California 92011 760.931.5471 www.lsa.net Exhibit A LSA Task 3: Preconstruction Nesting Bird Surveys Per Mitigation Measure Bio-1A from the construction plans, prior to the commencement of construction activities requiring the removal, pruning, or damage of any trees, shrubs, and manmade structures (e.g., buildings or bridges) during the bird breeding season (January 15 through September 15), LSA will conduct preconstruction nesting bird surveys within a 500-foot radius of the construction footprint to identify active nests. Each survey will take place no more than 30 days prior to the start of construction for a particular project component. If any active raptor nests are within 500 feet ofthe areas planned for construction, or if any active songbird nests are within 300 feet of the areas planned for construction, LSA will demarcate the nest locations and monitor construction activities in the vicinity of the nests. Budget for this task includes 20 hours for nesting bird surveys (including travel time) and reimbursable mileage expense for each survey visit. This budget assumes negative findings. If any active nests are identified that will require monitoring, then LSA will require access to optional Task 4's budget. Task 4: Nesting Bird Monitoring (Optional) If any active nests are identified during preconstruction nesting bird surveys, then LSA will monitor the nests to determine if they are affected by construction activities. If LSA determines that construction is not affecting the nests, then LSA will provide the City with a memorandum stating that active nests or nesting activities are not disturbed by construction activities and these activities can continue unimpeded. However, if LSA determines that construction activities have a negative effect on an active nest or nesting behavior, then construction activities must cease within a buffer surrounding the nest (size of buffer to be determined by LSA on a case-by-case basis) until the nests are no longer active. Budget for this task includes 20 hours of monitoring (including travel time) and a reimbursable mileage expense for each monitoring visit. Task 5: Preconstruction Meeting Attendance LSA will attend the preconstruction site meeting to inform construction crews of sensitive resources adjacent to the construction areas and associated avoidance and/or minimization requirements. Budget for this task includes travel time and a reimbursable mileage expense. Task 6: Orange Construction Fencing Installation Monitoring (Optional) If, based on the results of the preconstruction biological resources survey, it is determined that construction would occur adjacent to sensitive habitat and/or habitat potentially suitable for special-status species, then LSA will monitor orange construction fence installation. Budget for this task includes eight hours of monitoring (including travel time) and a reimbursable mileage expense. Task 7: Noise Monitoring (Optional) If, based on the results of the preconstruction biological resources survey and project schedule, it is determined that construction could result in noise impacts to breeding birds during the breeding season, then LSA will periodically monitor construction activities and measure construction-related noise levels to verify that they do not exceed 60 decibels hourly average (dBA). LSA will monitor and measure representative activities and will inform the City if noise levels exceed 60 dBA. Budget for 1/31/18 (C:\Users\JMorales\Desktop\Proposals\AAA617-Recycled Water Phase Ill Pipeline Expansion Segment 9 Proposal.docx) •·· 2 Exhibit A LSA this task includes 20 hours of monitoring by a biologist (including travel time), data analysis by a noise specialist, and a reimbursable mileage expense for each monitoring visit. ESTIMATED BUDGET LSA proposes to conduct the services described above on a time-and-materials basis in accordance with our Fee Schedule for $7,300 or $20,500 including the optional tasks. LSA will not exceed this amount without your prior authorization. LSA will make every effort to combine tasks during visits to reduce the number of visits necessary, thus lowering the overall cost to the City. Tasks Task 1: Preconstruction Biological Resources Survey Task 2: Additional Preconstruction Biological Resources Surveys (Optional) Task 3: Preconstruction Nesting Bird Surveys Task 4: Nesting Bird Monitoring (Optional) Task 5: Preconstruction Meeting Attendance Task 6: Orange Construction Fencing Installation Monitoring (Optional) Task 7: Noise Monitoring (Optional) TOTAL (NOT INCLUDING OPTIONAL TASKS) TOTAL (INCLUDING OPTIONAL TASKS) Thank you for requesting this proposal. Sincerely, LSA ASSOCIATES, INC. '· ------~-/~~--( ' - \_ \ '--------_) Jaime Morales Senior Biologist Attachment: Schedule of Billing Rates 1/31/18 (C:\Users\JMorales\Desktop\Proposals\AAA617-Recycled Water Phase Ill Pipeline Expansion Segment 9 Proposal.docx) Estimated Cost $3,300 $S,400 $3,600 $3,600 $400 $1,000 $3,200 $7,300 $20,500 3 J Exhibit A JUNE 2017 SCHEDULE OF STANDARD CONTRACT PROVISIONS AND BILUNG RATES LSA HOURLY BILLING RATES EFFECTIVE JUNE 2017 Job Classification Hourly Rate Planning Environmental Transportation Air/Noise Cultural Resources Biology GIS Range1'2 Principal Principal Principal Principal Principal Principal Principal $180-325 Associate Associate Associate Associate Associate Associate Associate $95-240 Senior Senior Senior Senior Air Senior Cultural Senior Biologist/ Senior GIS $95-195 Planner Environmental Transportation Quality/Noise Resources Manager Botanist/Wildlife Specialist Planner Planner/Engineer Specialist Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Planner Environmental Transportation Air Quality/ Cultural Resources Biologist/Botanist/ GIS Specialist $80-140 Planner Planner/Engineer Noise Specialist Manager Wildlife Biologist/ Ecologist/Soil Scientist/ Herpetologist/ Arborist Assistant Assistant Assistant Air Quality/ Cultural Resources Assistant Biologist/ Assistant G IS $70-105 Planner Environmental Transportation Noise Analyst Analyst Botanist/Wildlife Specialist Planner Planner/Engineer Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Field Services Senior Field Crew/Field Crew $70-100 Office Services Graphics $115-125 Marketing $80-185 Office Assistant $55-105 Project Assistant $70-100 Research Assistant/Intern $50-70 Word Processing/Technical Editing $60-115 1 The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. 2 Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion at that time. LSA IN-HOUSE DIRECT EXPENSES EFFECTIVE JUNE 2017 Description Unit Cost Description Unit Cost Reproduction (8.5 x 11) B/W $0.07 per page GPS Unit $75.00 per day Reproduction (8.5 x 11) Color $0.40 per page Total Station Surveying Instrument $50.00 per day Reproduction (11 X 17) B/W $0.10 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) Color $0. 75 per page Laser Ra ngefinder $25.00 per day CD Production $5.00 per CD Sound Meter $75.00 per day USB Flash Drive $5.00 per drive Sound Meter with Velocity Transducer $85.00 per day Plotting $3.75 per sq ft Aerial Photo Cost Aerial Drone $200.00 per day Boat Rental $125.00 per day Mileage On-Road Current federal rate Water Quality Meter $25.00 per day Mileage Off-Road Current federal rate L:\CORP\Contract rev 060117.docx «DS/26/17» 4 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 2/13/2018 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~CT Robin Lee Dealey, Renton & Associates r .. ~~NflTo i=vH· 714-427-6810 I FAX Lic.#0020739 IA/C Nol:714-427-6818 P.O. Box 10550 ~~lJ~ss: rlee@dealevrenton.com Santa Ana CA 92711-0550 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Ins. Co. 19682 INSURED LSAASSOCl1 INSURER B: Twin City Fire Ins. Co. 29459 LSA Associates, Inc. INSURER c : Berkley Insurance Company 32603 20 Executive Park, Suite 200, Irvine CA 92614 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1059671441 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 TYPE OF INSURANCE ADDL SUBR I POLICY EFF POLICY EXP LTR 1•1c:n un,n POLICY NUMBER MM/DDNYYYl IMM/DDNYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY 57CESOF4492 9/30/2017 9/30/2018 EACH OCCURRENCE $1,000,000 ~ ~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $300,000 ~ MED EXP (Any one person) $10,000 ~ PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ 0PRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 57UUNIF1488 9/30/2017 9/30/2018 COMBINED SINGLE LIMIT $1 000 000 /Ea accident\ -X ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ -X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS IPer accident\ ~ $ B X UMBRELLA LIAB M OCCUR 57HUON0012 9/30/2017 9/30/2018 EACH OCCURRENCE $5,000,000 f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 / OED I I RETENTION$ $ A WORKERS COMPENSATION 57WEGG5794 9/30/2017 9/30/2018 X I ~ff TUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Professional AEC901701401 9/30/2017 9/30/2018 $2,000,000 per Claim and Pollution $4,000,000 Anni Aggr. Liability Claims Made ./ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability Re: Agreemt. #TRAN1448-Calavera Dam Mitigation Site Long Term Monitoring. (HCR1601) City of Car1sbad/CMWD is an additional insured as respects to General Liability per policy form wording. Such insurance is Primary & Non-Contributory with Severability of Interest clause. A Waiver of Subrogation applies to General Liability & Workers Compensation coverage. CERTIFICATE HOLDER CANCELLATIO N 30 Dav Notice o fC ance ation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 ~HORIZED REPRESENTATIVE New York NY 10163-4668 ~O)h01.p I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 57CESOF4492 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR As required by written contractORGANIZA TION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): Location(&) Of Covered Operations As required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organlzation{s) shown In the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the perfonnance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the Insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage• occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work• out of which the Injury or damage arises has been put to its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG20100704 © ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 57CESOF4492 COMMERCIAL GENERAL LIABILITY CG 20 370704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS As required by written contract This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organlzatlon(s): As required by written contract Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and desaibed in the schedule of this endorsement performed for that additional insured and included In the "products- completed operations hazard" CG20 370704 © ISO Properties, Inc., 2004 Page 1 of 1 Policy Number: 57CESOF4492 added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; HG 00 010605 (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. ® Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or Page 13 of 18 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A-Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A -Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or Page 14 of 18 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 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. HG 00 010605 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. 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 a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 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 a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, 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 HG 00 010605 insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 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 the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. Page 15 of 18 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. Workers' Compensation and Employers' Liability Insurance Policy Waiver of Our Right to Recover From Others Endorsement -California WC 04 03 06 If the following information is not complete, refer to the appropriate Schedule attached to the policy. Insured: LSA Associates, Inc. Producer: Dealey, Renton & Associates Schedule Person or Organization City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York NY 10163-4668 Additional Premium % We have the right to recover our payments from any- one liable for an injury-covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) Authorized Representative WC040306 Policy Number 57WEGG5794 Effective Date 9/30/2017 Job Description Re: Agreemt. #TRAN1448 -Calavera Dam Mitigation Site Long Term Monitoring. You must maintain payroll records accurately segre- gating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be the percentage, as shown in the Schedule applicable to this endorsement, of the California workers' compensation premium otherwise due on such remuneration.