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HomeMy WebLinkAboutStantec Consulting Services Inc; 2018-02-27;AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR MUNICIPAL LIGHTING SERVICES STANTEC CONSULTING SERVICES, INC. Amendment No.1 is entered into and effective as of the } J ·Hq day of ---=-..._._-"'-..._.L->,.,!._... ........ ~;ac:--:----' 20.J!l, extending the agreement dated February 27, 2018 (the "Agreement") by a between the City of Carlsbad, a municipal corporation, ("City"), and Stantec Consulting Se ces, Inc. ("Contractor") (collectively, the "Parties") for municipal lighting services. RECITALS A. The Parties desire to extend the Agreement for a period of four (4) months. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of four (4) months ending on June 27, 2019. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 CONTRACTOR By: re) SCO ADWICK L 1 , _ 17 City Manager 1J4t/'f.ove?-~ ~~-vt~ L~~~ (print name/title) ATTEST: By: (sign here) (l/VflaAa KmJV~ BARBARA ENGLESON ~f<t,-1 l '5 IZ. P,-z,11JC."4L-~tyClerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A 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: City Attorney Approved Version 1 /30/13 2 ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ._____..,, 5/1/2019 4/26/2018 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 r.f'!~>N,.t ~-·· fffc Nol: Kansas City MO 64 I 12-1906 E-MAIL (8 I 6) 960-9000 ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : Zurich American Insurance Comnanv 16535 INSURED STANTEC CONSULTING SERVICES INC. INSURER e : Travelers Property Casualty Co of America 25674 1415077 8211 SOUTH 48TH STREET INSURER c : American Guarantee and Liab. Ins. Co. 26247 PHOENIX AZ 85044 INSURER D: INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER· 15078857 REVISION NUMBER· xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ,:~M%~, /~~~%~, LTR TYPE OF INSURANCE IU<>n I\/U\Jn POLICY NUMBER LIMITS A l COMMERCIAL GENERAL LIABILITY y N GL00246172 5/1/2018 5/1/2019 EACH OCCURRENCE $ 2,000 000 :=J CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED $ 300,000 PREMISES IEa occurrence\ l CONTRACTUAL/CROSS MED EXP (Any one person) $ 25,000 l XCUCOVERED PERSONAL & ADV INJURY $ 2,000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4 000 000 Fl [x] PRO-[x] LOG $ 2 000 000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ B AUTOMOBILE LIABILITY y N TC2J-CAP-8E0868 l 9 5/1/2018 5/1/2019 rE~~~~~~ii"NGLE LIMIT $ I 000,000 B f---TJ-BAP-8E086820 5/1/2018 5/1/2019 B i ANY AUTO TC2J-CAP-8E087017 5/1/2018 5/1/2019 BODILY INJURY (Per person) $ xxxxxxx OWNED ~ SCHEDULED AUTOS ONLY f-----AUTOS BODILY INJURY (Per accident) $ xxxx:xxx: ·--f---HIRED NON-OWNED ~P~?~~~~){AMAGE ~--- f-----AUTOS ONLY f---AUTOS ONLY $ xxxxxxx $ xxxxxxx C l UMBRELLA LIAS ~ OCCUR N N AUC9184637 5/1/2018 5/1/2019 EACH OCCURRENCE $ 5 ooo_ooo X EXCESS LIAS CLAIMS-MADE AGGREGATE $ 5 ooo_ooo OED I X I RETENTION$ IO 000 $ xxxxxxx WORKERS COMPENSATION N X '~ffTUTE I I OTH-B TC2J-UB-8E08592 (AO~ 5/1/2018 5/1/2019 ER AND EMPLOYERS" LIABILITY Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE TRJ-UB-8E08593 (MA, I) 5/1/2018 5/1/2019 E.L. EACH ACCIDENT $ I 000 000 B OFFICER/MEMBER EXCLUDED? N/A EXCEPT FOR OH ND WA WY (Mandatory In NH) lli] E.L. DISEASE -EA EMPLOYEE $ I 000 000 If yes, describe under I 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: STANTEC PROJECT NO. 204530224 -CITY OF CARLSBAD PEDESTRIAN-ORIENTED DECORATIVE LIGHTING STUDY FOR THE VILLAGE. THE CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND AUTO LIABILITY, AND THESE COVERAGES ARE PRJMARY, AS REQUIRED BY WRITTEN CONTRACT. THE ADDITIONAL INSUREDS' OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY MWH/STANTEC, WHERE REQUIRED BY WRJTTEN CONTRACT. CERTIFICATE HOLDER 15078857 CITY OF CARLSBAD CED DEPARTMENT ATTN: CLAUDIA HUERTA, VILLAGE MANAGER 1635 FARADAY AVENUE CARLSBAD CA 92008-7314 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATI ©1988 All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD / ✓ Attachment Code: D522032 Certificate ID: 15078857 POLICY NUMBER: GLO0246172 NAMED INSURED: SEE ATTACHED CERTIFICATE COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Location(s) Of Covered Operations: ALL LOCATIONS COVERED UNDER THIS POLICY, FOR LIABILITIES ARISING OUT OF OUR NAMED INSURED'S ACTIVITIES ONLY. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section 11-Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following 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 part of the same project. CG 20 10 0413 Page 1 of 1 Attachment Code: D522054 Certificate ID: 15078857 POLICY NUMBER: GLO0246172 LIABILITY NAMED INSURED: SEE ATTACHED CERTIFICATE CG 20 37 0413 COMMERCIAL GENERAL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Location And Description of Completed Operations: ANY LOCATION OR PROJECT WHERE YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXCEPT WHEN SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Policy No.: GLO0246172 NAMED INSURED: SEE ATTACHED CERTIFICATE Other Insurance Amendment --Primary And Non-Contributory THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV --- Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV ---Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-BCW (04/13) Attachment Code: D522092 Certificate ID: 15078857 POLICY NUMBER: TC2J-CAP-8E086819; TJ-BAP-8E086820; TC2J-CAP-8E087017 NAMED INSURED: SEE ATTACHED CERTIFICATE COMMERCIAL AUTO CA 20 48 10/13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below: Endorsement Effective: 5/1/2018 SCHEDULE Name of Person(s) or Organization(s): WHERE REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10/13 D522021 Attachment Code: D522021 Certificate ID: 15078857 POLICY NUMBER: TC2J-CAP-8E086819; T J-BAP-8E086820 TC2J-CAP-8E087017 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULED PERSONS OR ORGANIZATIONS Where required by written contract. PROVISIONS A. The following is added to Paragraph c. in A. 1., Who Is An Insured, of SECTION II-LIABILITY COVERAGE: Any person or organization shown above who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. The following is added to Paragraph 5., Other Insurance, in B. General Conditions of SECTION IV -BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance , if the scheduled person or organization shown above has other insurance under which it is the first named insured and that insurance also applies, then this insurance is primary to and non-contributory with that other insurance when the written contract or agreement between you and that scheduled person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 42 04 09 Attachment Code: D522094 Certificate ID: 15078857 Attachment Code: D522252 Certificate ID: 15078857 Blanket Notification to Others of Cancellation or Non-Renewal Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. GLO0246172 5/1/2018 5/1/2019 37385000 Add'!. Prem INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part • ZURICH Return Prem. A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U-GL-1521-A CW (10/12) Page 1 of 1 POLICY NUMBER: TC2J-CAP-8E086819; T J-BAP-8E086820; TC2J-CAP-8E087017 IL T4 00 12 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY -NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION 30 NONRENEWAL NONRENEWAL: 30 NUMBER OF DAYS NOTICE OF CANCELLATION: NUMBER OF DAYS NOTICE OF PERSON OR ORGANIZATION: Where Required By Written Contract ADDRESS: PROVISIONS: A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of nonrenewal to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above before the expiration date. IL T4 00 12 09 Attachment Code: D522107 Certificate ID: 15078857 Policy No. AUC9184637 NAMED INSURED: SEE ATTACHED CERTIFICATE Blanket Notification to Others of Cancellation or Nonrenewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The following is added to Paragraph A. of SECTION VI. CONDITIONS: Blanket Notification to Others of Cancellation or Nonrenewal a. If we cancel or non-renew this policy by written notice to the first Named Insured, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: (1) Must be provided to us prior to cancellation or non-renewal; (2) Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and (3) Must be in an electronic format that is acceptable to us. b. Our notification as described in Paragraph a. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: (1) Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or (2) At least 30 days prior to the effective date of: (a) Cancellation, if cancelled for any reason other than nonpayment of premium; or (b) Non-renewal, but not including conditional notice of renewal. c. Our mailing or delivery of notification described in Paragraphs a. and b. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: (1) Extend the policy cancellation or non-renewal date; (2) Negate the cancellation or non-renewal; or (3) Provide any additional insurance that would not have been provided in the absence of this endorsement. d. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs a. and b. above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. Attachment Code: D523612 Certificate ID: 15078857 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 (00) POLICY NUMBER: TC2J-UB-8E08592 (AOS); TRJ-UB-8E08593 (MA, WI) NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX -CONDITIONS: Notice of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, delivery or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: WHERE REQUIRED BY WRITTEN CONTRACT. Number of Days Notice: 30 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Attachment Code: D5221 IO Certificate ID: 15078857 ACORD9 CERTIFICATE OF LIABILITY INSURANCE 10/1/2019 I DATE (MM/DD/YYYY) ~ 9/12/2018 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 r!1~N,_t c • .,. 'FAX , fA/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC# INsuRER A, Llovds of London INSURED INSURER B: AIG Soecialtv Insurance Comoanv 26883 1414100 STANTEC CONSULTING SERVICES INC. 8211 SOUTH 48TH STREET INSURERC: PHOENIX AZ 85044 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 15078875 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,:~lb&~, ,:~'b&~, LIMITS LTR •••~n ·~~ POLICY NUMBER COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx -□ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence I $ xxxxxxx MED EXP (Any one person) $ xxxxxxx - PERSONAL & ADV INJURY $ xxxxxxx t--- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ xxxxxxx R □PRO-□LOG PRODUCTS • COMP/OP AGG $ xxxxxxx POLICY JECT OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT $ xxxxxxx rEa accident! t--- ANY AUTO BODILY INJURY (Per person) $ xxxxxxx t---OWNED -SCHEDULED BODILY INJURY (Per accident) $__:XXX)(XX~ t---AUTOS ONLY ~ AUTOS -----HIRED NON-OWNED PROPERTY DAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY (Per accident! t---~ $ xxxxxxx UMBRELLA LIAB H OCCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx t--- EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx DED I I RETENTION$ $ xxxxxxx WORKERS COMPENSATION NOT APPLICABLE I ~ffTuTE I I OTH-ER AND EMPLOYERS" LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ xxxxxxx OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE • EA EMPLOYEE $ xxxxxxx If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ xxxxxxx A Professional Liab N N GLOPR1801673 10/1/2018 10/1/2019 $3,000,000 PER CLAIM/AGG A NO RETROACTIVE DATE INCLUSIVE OF COSTS B Contractors Pollution Liab CPO8085428 10/1/2017 10/1/2019 $3,000,000 PER LOSS/AGG DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101. Additional Remarks Schedule. may be attached if more space is required) RE: STANTEC PROJECT NO. 204530224 -CITY OF CARLSBAD PEDESTRIAN-ORIENTED DECORATIVE LIGHTING STUDY FOR THE VILLAGE. CERTIFICATE HOLDER 15078875 CITY OF CARLSBAD CED DEPARTMENT ATTN: CLAUDIA HUERTA, VILLAGE MANAGER 1635 FARADAY AVENUE CARLSBAD CA 92008-7314 CANCELLATION See Attachment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTA ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D522052 Certificate ID: 15078875 Policy No: GLOPR1801673 , NO RETROACTIVE DATE Named Insured: See Attached Certificate PROFESSIONAL LIABILITY NOTICE OF CANCELLATION FOR THIRD PARTIES This contract is amended as follows: In consideration of the premium charged, it is hereby understood and agreed as follows: (1) Underwriters authorize [Lockton Companies/BF I, Canada] the ("Certificate Issuer") to issue Certificates of Insurance at the request or direction of the Insured. It is expressly understood and agreed that, subject to Paragraph (2) below, any Certificate of Insurance so issued shall not confer any rights upon the Certificate Holder, create any obligation on the part of the Underwriters, or purport to, or be construed to, alter, extend, modify, amend, or otherwise change the terms or conditions of this Policy in any manner whatsoever. In the case of any conflict between the description of the terms and conditions of this Policy contained in any Certificate of Insurance on the one hand, and the terms and conditions of this Policy as set forth herein on the other, the terms and conditions of this Policy as set forth herein shall control. (2) Notwithstanding Paragraph (1) above, such Certificates of Insurance as are authorized under this endorsement may provide that in the event the Underwriters cancel or non-renew this Policy or in the event of a Material Change to this Policy, Underwriters shall mail written notice of such cancellation, non-renewal, or Material Change to such Certificate Holder 30 days prior to the effective date of cancellation, non-renewal, or a Material Change, but 10 days prior to the effective date of cancellation in the event the Assured has failed to pay a premium when due. The Insured shall provide written notice to the Underwriters of all such Certificate Holders, if any, specified in each Certificate of Insurance (i) at inception of this Policy, (ii) 90 days prior to expiration of this Policy, or (iii) within 10 days of receipt of a written request from Underwriters. Underwriters' obligation to mail notice of cancellation, non-renewal, or a Material Change as provided in this paragraph shall apply solely to those Certificate Holders with respect to whom the Assured has provided the foregoing written notice to the Underwriters. (3) It is further understood and agreed that Underwriters' authorization of the Certificate Issuer under this endorsement is limited solely to the issuance of Certificates of Insurance and does not authorize, empower, or appoint the Certificate Issuer to act as an agent for the Underwriters or bind the Underwriters for any other purpose. The Certificate Issuer shall be solely responsible for any errors or omissions in connection with the issuance of any Certificate of Insurance pursuant to this endorsement. (4) As used in this endorsement: (1) Certificate of Insurance means a document issued for informational purposes only as evidence of the existence and terms of this Policy in order to satisfy a contractual obligation of the Assured. (2) Material Change means an endorsement to or amendment of this Policy after issuance of this Policy by the Underwriters that restricts the coverage afforded to the Assured. All other terms and conditions remain unchanged. AGREEMENT FOR MUNICIPAL LIGHTING SERVICES STANTEC CONSUL TING SERVICES, INC. THIS AGREEMENT is made and entered into as of the 27th day of --L..--""---'-"'--..........,.<....:...=--.:.-+---+---' 20.li, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), n STANTEC CONSULTING SERVICES, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consulting firm that is experienced in technical lighting assessments including the development of decorative and placemaking lighting solutions. B. Contractor has the necessary experience in providing professional services and advice related to lighting infrastructure, pedestrian oriented decorative and placemaking lighting. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City 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 City Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one hundred twenty thousand two hundred forty dollars ($120,240). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 9/27/17 Feb. 27, 2018 Item #4 Page 6 of 17 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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City 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 City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its 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 City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 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 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 City Attorney Approved Version 9/27/17 2 Feb. 27, 2018 Item #4 Page 7 of 17 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City 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 City). $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 City'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 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 9/27/17 3 Feb. 27, 2018 Item #4 Page 8 of 17 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 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 identifiqble. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of 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 City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Title Claudia Huerta Village Manager Department Community and Economic Development Address 1635 Faraday Avenue City of Carlsbad Phone No. 760-268-4759 For Contractor Name Title Address Chris Dragman Senior Lighting Designer 9191 Towne Centre Drive, Ste 220 San Diego, CA 92122 Phone No. 858-622-2759 Email Chris.dragman@stantec.com 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. City Attorney Approved Version 9/27/17 4 Feb. 27, 2018 Item #4 Page 9 of 17 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 D No [8] 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 whose services are 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and City Attorney Approved Version 9/27/17 5 Feb. 27, 2018 Item #4 Page 10 of 17 put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil _penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 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 City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 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. City Attorney Approved Version 9/27/17 6 Feb. 27, 2018 Item #4 Page 11 of 17 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. STANTEC CONSULTING SERVICES, INC. a California corporation 1gn here) fA,c:::.-r-oveprt>cJ Vt ~(7fZ-01{7c:vr (print name/titl {sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: l~ ATTEST: /'~fZL-fil-lL ~,;,~ hi/J{//';4L-CityClerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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, City Attorney City Attorney Approved Version 9/27/17 7 Feb. 27, 2018 Item #4 Page 12 of 17 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide lighting design services to create a comprehensive pedestrian-oriented decorative lighting plan for the Village that will enhance quality of life and economic vitality. The lighting plan will support current and future economic development, active transportation and access to and within the Village by providing a cohesive sense of space, ambiance, orientation, and by enhancing the visual experience for all types of pedestrian activities. 1) EXISTING CONDITIONS ANALYSIS (LIGHTING AND TECHNICAL) (A) Analyze Existing Site Lighting Conditions Contractor will provide oversight of the project team and will provide two-person teams to perform a direct, on the ground survey of existing lighting and electrical systems. Contractor will utilize various methods for documenting the existing conditions including web based sources and existing civil plans, if available. City will provide any available existing plans to Contractor along with SDG&E contact. Contractor will document existing conditions for street lighting, pedestrian scale lighting and decorative lighting, both public and private. After review of the existing systems, including existing streetscape and landscape features Contractor will perform light-level studies of typical application areas-to determine a baseline for existing conditions. Analysis will also include an assessment of existing energizing infrastructure and will identify energizing opportunities and constraints for additional lighting in the study area. Contractor will research existing electrical service points where possible and identify any need for metered service. Contractor will coordinate drawings and photos to produce a comprehensive review packag~ of the existing conditions. The technical analysis will take into account the city's Climate Action Plan-implementation and smart city and other best practices related to municipal iighting solutions. Deliverables • Existing conditions package including drawings, photos, plans and description of existing streetscape and landscape conditions. It will also include identification of landscape and streetscape opportunities and constraints for future lighting electrical improvements as they relate to the development of the decorative lighting plan Kick-off meeting with city staff • On-site walk-through with city staff 2) INTERCEPTS (A) One-on-One Intercepts (Design) Contractor will collaborate with City to design, distribute, and evaluate a lighting needs assessment survey through intercept. The survey will include precedent imagery of lighting concepts as part of the question sets. The survey will be as concise as possible to ensure respondents are not over-burdened by time required to complete survey. The survey will be available in English and Spanish. City Attorney Approved Version 9/27/17 8 Feb. 27, 2018 Item #4 Page 13 of 17 Deliverables Survey to be administered in the field Identify key locations with diverse lighting levels to conduct intercept surveys (B) One-on-One Intercepts (Field) Contractor will conduct a minimum of 100 completed survey intercepts in the Village area. Project team members will attend major community events and destinations frequented by Village area residents (e.g., farmer's market, grocery, faith-based facilities). Contractor staff will conduct intercepts over three days (with at least one Spanish-speaking team member) as well as support intercept surveys with technical data specific to one-on-one interviews. Deliverables A minimum of 100 completed intercept surveys • Raw data and survey compilation report 3) ONLINE SURVEY AND PUBLIC OUTREACH (A) Online Survey Contractor will meet with City staff to determine the appropriate extent of input needed for the project. Contractor will develop the technical content including presentation materials for existing conditions and proposed solutions for street, pedestrian and decorative lighting, both public and private. · Online Survey Design Contractor will coordinate with City staff to deliver the survey. These initial programming meetings will determine the methods to be used. Contractor will collaborate with City staff to design, distribute, and evaluate a lighting needs assessment survey through online surveys. One survey instrument will work effectively for both in person/intercept and online formats, and will produce comparative findings between the two methods. The survey will include precedent imagery of lighting concepts as part of the question sets. The survey will be as concise as possible to ensure respondents are not over- burdened by time required to complete survey. Contractor and City assume up to two rounds of review to finalize the survey instrument. The survey will be available in English and Spanish. Online Survey Build and Distribution Upon City approval of the survey design, Contractor will create questions and City staff will upload questions to the city's on line survey hosting site. Contractor will test on line survey. After testing and refining survey Contractor will provide City with a brief narrative, explaining the survey and encouraging participation to be included in community newsletters, social media and the like. City will design and print information cards with online survey information, and the city and community partners will distribute the survey link into the community. Data Compilation City will collect and download online survey results and give raw data to Contractor. Contractor will combine intercept raw data and online survey data in tabular format with simple charts/graphs with high level findings about the results. The results will be City Attorney Approved Version 9/27/17 9 Feb. 27, 2018 Item #4 Page 14 of 17 qualitative in nature-not statistically valid. The data will be provided in .CSV, .XLS. and .PDF format. Deliverables • Survey design meeting Online survey • Survey copy with appropriate brief narrative for newsletter & postcard distribution • Raw data and survey compilation report (B) Public Outreach Workshops Contractor will lead design and facilitation of two (2) Community Workshops in collaboration with City staff. The purpose of the workshops will be to inform the community about the project purpose and latest developments, and to collect input of community priorities for Viilage decorative lighting needs. Contractor will facilitate one (1) meeting repeated on two nights within a 1-2 week time period. Preparation and Production Contractor will develop copy for meeting notices (English and Spanish) and will send to the City. City will design and distribute hardcopy and electronic meeting notices. Contractor will develop and produce technical information for presentations and handout, and develop facilitation and community input tools and handouts. City staff will secure workshop locations, and will provide .Spanish translation professionals and ·equipmen_t to support large group presentations/discussions. Format and Facilitation Contractor will coordinate with City to define objectives, agenda and format for each workshop. The workshop format will include: presentation from the project team, large group facilitation, mapping exercises, and/or preference priority-setting exercises.· Contractor will provide interactive tools to produce real time results at workshops. Contractor will provide a lead facilitator and staff at each workshop. Contractor, City and other project team members will provide facilitation/engagement support at the workshops for interactive exercises, as needed. Contractor will create a simple facilitation guide and provide training/guidance for team members one hour prior to the start of each workshop. Up to two weeks after each workshop, Contractor will summarize the input collected via flipchart pages, wall graphics, comment cards and other methods in a concise and thorough summary report for the City. Deliverables • Coordinate, facilitate and lead two (2) outreach workshops with real-time interactive technology Provide and print all meeting materials and visualizations Facilitation guide and training for city staff workshop facilitators • Workshop summary report (1 per workshop) City Attorney Approved Version 9/27/17 10 Feb. 27, 2018 Item #4 Page 15 of 17 4) DECORATIVE LIGHTING PLAN & PRESENTATIONS (A) Develop Report with 2 Re-Writes Contractor will lead the effort to develop a comprehensive Lighting Plan for the Village. Contractor will work to develop recommended urban design improvements in conjunction with community input, city input and incorporate such elements into the comprehensive lighting plan. Contractor will review the City's updated Village & Barrio Master Plan to ensure recommendations of the lighting plan are in alignment with streetscape recommendations in the city's updated plan and can be incorporated in the larger implementation of the master plan effort. The plan will include recommendations for the following: • Light fixtures including pole-top lights, bollard lights, spot lights, and uplights. • Seasonal and festival lighting (string lights, wrapped tree lighting, holographic/projected lighting, etc.) • Options for light fixture manufacturers and approximate probable cost of construction • Light levels (footcandles) and lamp fixture types (warm, cool, color corrected, etc.) to augment urban design objectives (i.e. added lighting at intersections and crosswalks, art/sculpture lighting). Electrical infrastructure to support the above, including public and private lighting. Contractor will include in the report best practices for decorative lighting from comparative downtown areas, identify policy implications that may affect citywide lighting standards and address future lighting implications, such as smart city initiatives. The report will include an implementation plan with costing including any changes in San Diego regional electrical policy that might result in cost savings for the city. The implementation portion of the report will include categorizing recommendations in a phased approach so that there is flexibly to implement the plan based on funding and resource availability. Contractor and City assume up to two rounds of revisions for the plan. Deliverables: • Village Lighting Plan (8) Presentations at Planning Commission & City Council Contractor will participate in presentations to the Planning Commission and to the City Council. Contractor will support City in preparing presentation materials and delivering presentation at two meetings: one Planning Commission meeting and one City Council meeting. Contractor will be expected to answer questions from both the Planning Commission and City Council and provide any technical information necessary to support major recommendations in the plan. Deliverables: • Contractor to present at one Planning Commission meeting and one City Council meeting City Attorney Approved Version 9/27/17 11 Feb. 27, 2018 Item #4 Page 16 of 17 Fee and Schedule The contractor will be paid a maximum of one hundred twenty thousand and two hundred and forty dollars ($120,240) for all work necessary to carry out the requirements of this agreement as noted in section 5 of the recitals. The Contractor shall be paid within 90 days, in response to invoice, and invoices are expected to include completed line items. The final line invoice will be paid, not to exceed the maximum amount provided in this agreement, upon acceptance of the work and services, and within 90 days after receipt of the invoice. 1 EXISTING CONDITIONS ANALYSIS {LIGHTING & Electrical) 1A Analyze Existing Site Lighting Conditions $ 23,100.00 18 Analyze Existing Site Electrical Conditions $ 11,000.00 Task 1 Total $ 34,100.00 21NTERCEPTS 2A One-on-One Intercepts (Design) 28 One-on-One Intercepts (Field) Task 2 Total 3 ONLINE SURVEY AND PUBLIC OUTREACH 3A Online Survey 38 Public Outreach Workshops Task 3 Total $ 3,500.00 $ 8,050.00 $ 11,550.00 $ 11,440.00 $ 21,000.00 $ 32,440.00 4 DECORATIVE LIGHTING PLAN & PRESENTATIONS 4A Develop Report with 2 Re-writes $ 33,400.00 48 Present at Commission & Council $ 8,750.00 Task 4 Total $ 42,150.00 Total Project $120,240.00 February 2018 February -March 10 March -April -May 2018 Existing Conditions Intercepts Online Survey & Public Outreach I Analysis Existing Conditions Analysis 1A 2A 28 3A 18 38 June -July 2018 Decorative Lighting Plan 4A 48 Feb. 27, 2018 Item #4 Page 17 of 17 OFFICER'S CERTIFICATE of STANTEC CONSULTING SERVICES INC., A NEW YORK CORPORATION I, the undersigned, do hereby certify that: l . I am the duly elected and acting Corporate Counsel of Stantec Consulting Services Inc., a New York corporation (the "Corporation"). 2. On June 15, 2017, the following resolution was adopted by the Corporation's Board of Directors: BE IT RESOLVED THAT: l . the Corporation hereby adopts the Operating and Signing Authority Policies, as modified or amended from time to time, of Stantec Inc. 2. execution of any documents for and on behalf of the Corporation shall be governed by the Operating and Signing Authority Policies, as modified or amended from time to time, of Stantec Inc.; 3. the Secretary or any of the Corporate Counsels of the Corporation be authorized, empowered and directed from time to time as required to facilitate the execution of contracts or submission of proposals, to sign, and to seal with the Corporate Seal, Certificates of the foregoing action evidencing the authority delegated In the Operating and Signing Authority Policies, as amended from time to time, of Stantec Inc. 3. Karl Pihl is Senior Principal Engineer of the Corporation, and in that capacity is duly authorized to sign contracts in accordance with the Corporation's Operating and Signing Authority Policies in connection with the following project: City of Carlsbad Agreement for Municipal Lighting Services IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Corporation, this 7th day of February, 2018. Corporate Seal: Jeffrey P. Stone Vice President and Associate General Counsel Assistant Secretary h. J'.25:qs1· q .. State of California Secretary of State CERTIFICATE OF QUALIFICATION I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify that on the 13th day of November, 2009, STANTEC CONSULTING SERVICES INC., a corporation organized and existing under the laws of New York, complied with the requirements of California law in effect on that date for the purpose of qualifying to transact intrastate business in the State of California, and that as of said date said corporation became and now is qualified and authorized to transact intrastate business in the State of California, subject however, to any licensing requirements otherwise imposed by the laws of this State. NP-25 (REV 1/2007) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of November 17, 2009. DEBRA BOWEN Secretary of State ms ~ OSP 06 99731 3 2'sqa1 q State of California Secretary of State I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify: That the attached transcript of ~ page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. Sec/State Form CE-107 {REV 1/2007) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of NOV 1 8 2009 ~~--~ DEBRA BOWEN Secretary of State ATEMENT AND DESIGNATION BY FOREIGN CORPORATION Stantec Consulting Services Inc. (Name of Corporation) ENDORSED -FILED in the Office of !he Secretary of State of the State of California NOV 13 2009 ----------------------, a corporation organized and existing under the laws of NewYmk , makes the following statements and designation: ------------------(St at a or Place of Incorporation) 1. The address of its principal executive office is 200-1 0 160 112th Street, Edmonton,.AB T5K2L6 2. The address of its principal office in the State of California is 19 Technology Drive, Irvine, CA (If none, leave Item 2 blank.) 92618 DESIGNATION OF AGENT FOR SERVICE OF PROCESS IN THE STATE OF CALIFORNIA (Compiete either Item 3 or Item 4.) 3. (Use this paragraph If the process agent is a natural person.) -----------------------, a natural person residing in the State of California, whose complete street address is ---------------------- _______ _,_ __________ , is designated as agent upon whom process directed to this corporation may be served within the State of California, in the manner provided by law. 4. (Use this paragraph if the process agent is another corporation.) Corporation Service Company which will do business in California as CSC-Lawyers Incorporating Service a corporation organized and existing under the laws of Delaware is designated as agent upon whom process directed to this corporation may be seived within the State of Califomia1 in the manner provided by law. 5. It irrevocably consents to service of process ·directed to It upon the agent designated above, and to service of process on the Secretary of State of the State of California if the agent so designated or the agent's successor Is no longer authorized to act or cannot be found at the address given. Jennifer A.I. Addison -Secretary (Signature of Corporate Officer) (Typed Name and Title of 01:ficer Signing) If an 1naMdua1 Is designated as the agent for service of process, Jm;/1.1de the agent's business or residential strest address in California (a P. 0. Box address is not acceptable}. If another corporatfon Is designated as /he agent for servic6 of process, co not Include the address of the designated co,poratlon. Note: Corporate agents must have complied with Callfomia Corporatlom; Code section 1505 prior to designation, and a corp·oratfon cannot act as fts own agent. · secretary of State Form S&DC·STOCKINONPROFIT (REV 05/2009) State of New York Department of State } ss: I hereby certify, that the Certificate of Tncorporation of STANTEC CONSULTING SERVICES INC. was filed on 08/27/1929, under the name of MANHASSET CIVIL ENGINEERS INC., fixing the duration as perpetual, and that a diligent examination has been made of the Corporate index for documents filed with this Department for a certificate, order, or record of a dissolution, and upon such examination, no such certificate, order or record has been found, and that so far as indicated by the records of this Department, such corporation is an existing corporation. A Certificate of Amendment MANHASSET CIVIL ENGINEERS INC., changing its name to CHARLES E. WARD INC., was filed 11/15/1968. A Certificate of Amendment CHARLES E. WARD INC., changing its name to THE SEAR-BROWN GROUP, INC., was :filed 03/30/1988. A Certificate of Amendment THE SEAR-BROWN GROUP, INC., changing its name to STANTEC CONSULTING GROUP, INC., was £iled 04/02/2004. A Certificate of Amendment STANTEC CONSULTING GROUP, TNC., changing its name to STANTEC CONSULTING GROUP INC., was filed 06/18/2004. A Certificate of Amendment STANTEC CONSULTING GROUP INC., changing its name to STANTEC CONSULTING SERVICES INC., was filed 12/20/2004. 20Q9lll3D332 * 45 *** Witness my hand and the official seal of the Department of State at the City of Albany, this 12th day of November two thousand and nine. ~~~ Daniel Shapiro First Deputy Secretary of State ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 5/1/2018 11/27/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 PHONE I FAX ,,.,,.. ._,,... Ext\: IA/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Zurich American Insurance Comoanv 16535 INSURED STANTEC CONSULTING SERVICES INC. INSURER B : Travelers Property Casualty Co of America 25674 1415077 8211 SOUTH 48TH STREET INSURER c: American Guarantee and Liab. Ins. Co. 26247 PHOENIX AZ 85044 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 15078857 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBR POLICY EFF INSR POLICY EXP LTR TYPE OF INSURANCE ,ucn uvun POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYl LIMITS A _x__ COMMERCIAL GENERAL LIABILITY y N GL05415704 5/1/2017 5/1/2018 EACH OCCURRENCE $ 2 000 000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED $ 300 000 PREMISES /Ea occurrence\ _x__ CONTRACTUAL/CROSS MED EXP (Any one person) $ 25 000 _x__ XCUCOVERED PERSONAL & ADV INJURY $ 2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4 000 000 ~ [x] PRO-[x] LOG $ 2 000 000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ B AUTOMOBILE LIABILITY y N TC2J-CAP-8E0868 l 9 5/1/2017 5/1/2018 COMBINED SINGLE LIMIT $ l 000.000 (Ea accident\ B ~ TJ-BAP-8E086820 5/1/2017 5/1/2018 B i ANY AUTO TC2J-CAP-8E087017 5/1/2017 5/1/2018 BODILY INJURY (Per person) $ xxxxxxx OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ xxxxxxx ~ ~ HIRED NON-OWNED iP~?~Zc~de~gAMAGE $ xxxxxxx AUTOS ONLY ~ AUTOS ONLY - $ xxxxxxx C _x__ UMBRELLA LIAB ~ OCCUR N N AUC9184637 5/1/2017 5/1/2018 EACH OCCURRENCE $ 5 000 000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5 000 000 OED I X I RETENTION$ I 0,000 $ xxxxxxx WORKERS COMPENSATION N i PER I I OTH-B AND EMPLOYERS' LIABILITY TC2J-UB-8E08592 (AO~ 5/1/2017 5/1/2018 X STATUTE ER B Y/N TRJ-UB-8E08593 (MA, I) 5/1/2017 5/1/2018 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1.000 000 B OFFICER/MEMBER EXCLUDED? N/A EXCEPT FOR OH ND WA WY (Mandatory in NH) Cm E.L. DISEASE -EA EMPLOYEE $ 1.000 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: STANTEC PROJECT NO. 204530224 -CITY OF CARLSBAD PEDESTRIAN-ORIENTED DECORATIVE LIGHTING STUDY FOR THE VILLAGE. THE CITY OF CARLSBAD, ITS OFFICIALS, EMPLOYEES AND VOLUNTEERS ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY, AS REQUIRED BY WRITTEN CONTRACT. THE ADDITIO:'-IAL INSUREDS' OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY MWH/STANTEC, WHERE REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER 15078857 CITY OF CARLSBAD CED DEPARTMENT ATTN: CLAUDIA HUERTA, VILLAGE MANAGER 1635 FARADAY AVENUE CARLSBAD CA 92008-7314 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATI ©1988 All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D522032 Certificate ID: 15078857 POLICY NUMBER: GLO5415704 NAMED INSURED: SEE ATTACHED CERTIFICATE COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Location(s) Of Covered Operations: ALL LOCATIONS COVERED UNDER THIS POLICY, FOR LIABILITIES ARISING OUT OF OUR NAMED INSURED'S ACTIVITIES ONLY. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "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 performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following 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 part of the same project. CG 20 10 0413 Page 1 of 1 POLICY NUMBER: GLO5415704 LIABILITY NAMED INSURED: SEE ATTACHED CERTIFICATE CG 20 37 0413 COMMERCIAL GENERAL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION TO WHOM OR TO WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW Location And Description of Completed Operations: ANY LOCATION OR PROJECT WHERE YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXCEPT WHEN SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Attachment Code: D522054 Certificate ID: 15078857 Policy No.: GLO5415704 NAMED INSURED: SEE ATTACHED CERTIFICATE Other Insurance Amendment --Primary And Non-Contributory THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV --- Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV ---Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-BCW (04/13) Attachment Code: D522092 Certificate ID: 15078857 POLICY NUMBER: TC2J-CAP-8E086819; T J-BAP-8E086820 ; TC2J-CAP-8E087017 NAMED INSURED: SEE ATTACHED CERTIFICATE COMMERCIAL AUTO CA 20 48 10/13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below: Endorsement Effective: 5/1/2017 SCHEDULE Name of Person(s) or Organization(s): WHERE REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10/13 D522021 Attachment Code: D522021 Certificate ID: 15078857 POLICY NUMBER: TC2J-CAP-8E086819; T J-BAP-8E086820 TC2J-CAP-8E087017 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULED PERSONS OR ORGANIZATIONS Where required by written contract. PROVISIONS A. The following is added to Paragraph c. in A. 1., Who Is An Insured, of SECTION II-LIABILITY COVERAGE: Any person or organization shown above who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B. The following is added to Paragraph 5., Other Insurance, in B. General Conditions of SECTION IV -BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance , if the scheduled person or organization shown above has other insurance under which it is the first named insured and that insurance also applies, then this insurance is primary to and non-contributory with that other insurance when the written contract or agreement between you and that scheduled person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 42 04 09 Attachment Code: D522094 Certificate ID: 15078857 POLICY NO: GLO5415704 NAMED INSURED: SEE ATTACHED CERTIFICATE Blanket Notification to Others of Cancellation or Non-Renewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such List: 1. Must be provided to us prior to cancellation or non-renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non-renewed; and 3. Must be in an electric format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non-renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non-renewal date; 2. Negate the cancellation or non-renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. Attachment Code: D522252 Certificate ID: 15078857 U-GL-1521-A CW (10/12) POLICY NUMBER: TC2J-CAP-8E086819; T J-BAP-8E086820; TC2J-CAP-8E087017 IL T4 00 12 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY -NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION 30 NONRENEWAL NONRENEWAL: 30 NUMBER OF DAYS NOTICE OF CANCELLATION: NUMBER OF DAYS NOTICE OF PERSON OR ORGANIZATION: Where Required By Written Contract ADDRESS: PROVISIONS: A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of nonrenewal to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above before the expiration date. IL T4 00 12 09 Attachment Code: D522107 Certificate ID: 15078857 Policy No. AUC9184637 NAMED INSURED: SEE ATTACHED CERTIFICATE Blanket Notification to Others of Cancellation or Nonrenewal THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The following is added to Paragraph A. of SECTION VI. CONDITIONS: Blanket Notification to Others of Cancellation or Nonrenewal a. If we cancel or non-renew this policy by written notice to the first Named Insured, we will mail or deliver notification that such policy has been cancelled or non-renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: (1) Must be provided to us prior to cancellation or non-renewal; (2) Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non-renewed; and (3) Must be in an electronic format that is acceptable to us. b. Our notification as described in Paragraph a. above will be based on the most recent list in our records as of the date the notice of cancellation or non-renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: (1) Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or (2) At least 30 days prior to the effective date of: (a) Cancellation, if cancelled for any reason other than nonpayment of premium; or (b) Non-renewal, but not including conditional notice of renewal. c. Our mailing or delivery of notification described in Paragraphs a. and b. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: (1) Extend the policy cancellation or non-renewal date; (2) Negate the cancellation or non-renewal; or (3) Provide any additional insurance that would not have been provided in the absence of this endorsement. d. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs a. and b. above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY SHALL APPLY AND REMAIN UNCHANGED. Attachment Code: D523612 Certificate ID: 15078857 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 (00) POLICY NUMBER: TC2J-UB-8E08592 (AOS); TRJ-UB-8E08593 (MA, WI) NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX -CONDITIONS: Notice of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organization before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, delivery or otherwise notify such designated person or organization of the cancellation. SCHEDULE Name and Address of Designated Persons or Organizations: WHERE REQUIRED BY WRITTEN CONTRACT. Number of Days Notice: 30 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. Attachment Code: D522110 Certificate ID: 15078857