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Home My WebLink AboutSTC Traffic Inc; 2019-02-05; PSA19-691TRANPSA19-691TRAN City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 5 PROJECT NO. 6326 This fifth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated February 5, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal and Rail Operations Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal date September 20, 2019, (“proposal”), attached as Appendix "A" for the Traffic Signal Fiber Upgrades, (the “Project"). The Project services shall include develop a plan for installation of fiber optic equipment linking to traffic signals. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5)working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the by December 31, 2019. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $44,000. DocuSign Envelope ID: F782C4DE-5306-40AC-9136-4907028463B8 October 15, 2019 PSA19-691TRAN City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT DEVELOP PLANS TO UPGRADE TRAFFIC SIGNAL NETWORK TO FIBER TASK GROUP TIME & MATERIALS Develop Fiber Optic Communications Plan for 5 Crown Castle fiber drops to install fiber optic equipment linked to traffic signals $30,000 Equipment needs assessment $10,000 Cost estimates $4,000 TOTAL (Not-to-Exceed) $44,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) Morna Stack / CFO (sign here) Nicolas Minicilli / Vice President (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: F782C4DE-5306-40AC-9136-4907028463B8 October 15, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com September 20, 2019 PSA19‐961TRAN Appendix “A” – Task No. 5 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: Fiber Optic System Design and Cost Estimates Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional traffic engineering services in support fiber optic communication system. The design plans, specifications and estimates follow plans currently designed for connections from City Hall to areas of traffic signals in the City. This task order will detail five (5) links to Crown Castle fiber optic locations, equipment needs and cost estimates as follows: 1.Fiber Optic Communications Plan for 5 Crown Cast fiber drops: $30,000 2.Equipment needs assessment: $10,000 3.Cost estimates: $4,000 The Not to Exceed (NTE) fee estimate for this work is $44,000 and will be billed on a time and materials basis using the rates proposed in the master service agreement. All work will be completed by December 31, 2019. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Nick Minicilli, PE, TE Senior Project Manager Accepted by: Signature Print Name Date DocuSign Envelope ID: F782C4DE-5306-40AC-9136-4907028463B8 Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. PSA19-691CA Task No. 5 DocuSign Envelope ID: F782C4DE-5306-40AC-9136-4907028463B8 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-691TRAN City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 6326 This fourth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated February 5, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal and Rail Operations Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated August 27, 2019, (“proposal”), attached as Appendix "A" for the CIP Phase 4: Minor Corridor Improvements (the “Project"). The Project services shall include assisting staff to implement the fourth phase of the CIP project for traffic signal operations. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by March 1, 2020. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $75,000. DocuSign Envelope ID: BBD57D10-B661-4FAC-B560-08849E7E8DD3 October 15, 2019 PSA19-691TRAN City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT STAFF SUPPORT TO IMPLEMENT THE TRAFFIC SIGNAL CIP PROJECT PHASE 4 TASK GROUP TIME & MATERIALS Provide staff support for CIP project implementation-Phase 4 $75,000 TOTAL (Not-to-Exceed) $75,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) Morna Stack / CFO (sign here) Nicolas Minicilli / Vice President (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: BBD57D10-B661-4FAC-B560-08849E7E8DD3 October 15, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com August 27, 2019 PSA19-691TRAN Appendix “A” – Task No. 4 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: Adaptive CIP Phase 4: Minor Corridor Improvements Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Systems and Operations Engineering in support of the City’s advanced traffic management system. The task scope is as follows: • STC will maintain and update the Implementation Phasing Plan and Schedule • STC will build the Citywide Synchro model which will be used as a baseline for Trafficware to configure the SynchroGreen adaptive corridors. • STC will code intersections for activation of Signal Performance Measure (SPM). These will be utilized to generate reports of system operations. • STC will implement and monitor operational improvements for Phase 4 intersections following SynchroGreen implementation. • For the Rancho Santa Fe Adaptive pilot project: o STC will convert existing traffic signal timing plans. o STC will assist with implementation and monitoring of adaptive operations. o STC will revise detection coding to be compatible with Synchro Green. The Not to Exceed (NTE) fee estimate for this work is $75,000 and will be billed on a time and materials basis. All work will be completed by March 1, 2020. By signing below and returning a copy of this letter, you will have authorized STC to proceed. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Jason Stack, TE Principal Manager Accepted by: Signature Print Name Date DocuSign Envelope ID: BBD57D10-B661-4FAC-B560-08849E7E8DD3 Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. PSA19-691CA Task No. 4 DocuSign Envelope ID: BBD57D10-B661-4FAC-B560-08849E7E8DD3 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-691TRAN City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 PROJECT NO. 6326 This third Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated February 5, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal and Rail Operations Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated September 24, 2019, (“proposal”), attached as Appendix "A" for the CIP Implementation Services, (the “Project"). The Project services shall include assisting staff to implement the CIP project, implement adaptive traffic signal operations including installation and configuration of traffic signal equipment for phases 1-3. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by March 1, 2020. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $30,000. DocuSign Envelope ID: 1477C405-24CD-41C5-99D8-B26B79FF5B6E October 11, 2019 PSA19-691TRAN City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT INSTALL, CONFIGURE AND PROGRAM ADAPTIVE TRAFFIC SIGNAL EQUIPMENT AND PREPARE SIGNAL TIMING PLANS TASK GROUP TIME & MATERIALS Provide staff support for installation of adaptive traffic signal equipment for Phases 1-3 $30,000 TOTAL (Not-to-Exceed) $30,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) Morna Stack / CFO (sign here) Nicolas Minicilli / Vice President (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 1477C405-24CD-41C5-99D8-B26B79FF5B6E October 11, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com September 24, 2019 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: CIP Implementation Services (Task 3) Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Systems and Operations Engineering in support of the City’s Capital Improvement Program (CIP) implementation. The service needs will be directed by the Senior Engineer according to scope and prices listed in the Master Service Agreement. The CIP Implementation Services Task support phases 1, 2, and 3 of the Citywide ATMS project. The following table provides a breakdown of the effort. Phase Description Fee Estimate Phase 1 Pilot Project $10,000 Phase 2 Melrose Drive $10,000 Phase 3 Southwest Quadrant $10,000 The Not to Exceed (NTE) fee estimate for this work is $30,000 and will be billed on a time and materials basis. All work will be completed by March 1, 2020. By signing below and returning a copy of this letter, you will have authorized STC to proceed. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Jason Stack, TE Principal Manager PSA19‐691TRAN Appendix "A" ‐ Task No. 3 Accepted by: Signature Print Name Date DocuSign Envelope ID: 1477C405-24CD-41C5-99D8-B26B79FF5B6E Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. PSA19-691CA Task No. 3 DocuSign Envelope ID: 1477C405-24CD-41C5-99D8-B26B79FF5B6E 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-691TRAN City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated February 5, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal and Rail Operations Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 6, 2019, (“proposal”), attached as Appendix "A" for the Traffic Communications Network Design and Configuration, (the “Project"). The Project services shall include design and configurations to the traffic signal communications network system. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundered (100) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $40,000. DocuSign Envelope ID: 1A8E5DED-69E4-4DD3-96A8-9309F0D5398D June 3, 2019 PSA19-691TRAN City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT COMMUNICATIONS NETWORK DESIGN AND CONFIGURATION TASK GROUP TIME & MATERIALS Traffic Communications Network Design and Configuration $40,000 TOTAL (Not-to-Exceed) $40,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nickolas Minicilli / Vice President Morna Stack / CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 1A8E5DED-69E4-4DD3-96A8-9309F0D5398D June 3, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com February 6, 2019 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: Communication Network Design and Configuration Services (Task 2) Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Systems and Operations Engineering in support of the City’s traffic signal communication system. This work has become critical as the ATMS communication network has grown out of the existing configuration and limits the City’s ability to expand the network and add new devices for the City’s ATMS CIP project. The Citywide IP configuration will follow the new VLAN scheme developed with staff. The task scope is as follows: STC staff will meet and coordinate work with City Traffic Engineering and IT staff. All ATMS network design, configurations and routing will be documented, tested and proven with IT staff in the Data Center and field prior to implementation. STC staff will visit each location in the field and configure and install all ATMS network devices according to the City IP scheme. There are in the order of 1,000 devices. This work will be implemented from the peripherals along common communication paths in to the TMC to minimize ATMS network down time. The Not to Exceed (NTE) fee estimate for this work is $40,000 and will be billed on a time and materials basis. All work will be completed by August 31, 2019. By signing below and returning a copy of this letter, you will have authorized STC to proceed. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Jason Stack, TE Principal Manager Accepted by: Signature Print Name Date PSA19-691TRAN - Task No. 2 Appendix "A" DocuSign Envelope ID: 1A8E5DED-69E4-4DD3-96A8-9309F0D5398D Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. PSA19-691CA Task No. 2 DocuSign Envelope ID: 1A8E5DED-69E4-4DD3-96A8-9309F0D5398D 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-691TRAN City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated February 5, 2019, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal and Rail Operations Services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 6, 2019, (“proposal”), attached as Appendix "A" for the Traffic Signal Staff Support, (the “Project"). The Project services shall include assisting with tasks related to the operations of traffic signals and managing the traffic management center (TMC). 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one hundered fifty (150) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $10,000. DocuSign Envelope ID: C678F209-6998-4DD6-A4C6-DFC56BD81D66 June 3, 2019 PSA19-691TRAN City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT STAFF SUPPORT SERVICES FOR TRAFFIC SIGNAL OPERATIONS TASK GROUP TIME & MATERIALS Provide staff support services for traffic signal operations in the Traffic Management Center $10,000 TOTAL (Not-to-Exceed) $10,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nickolas Minicilli / Vice President Morna Stack / CFO (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column 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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: C678F209-6998-4DD6-A4C6-DFC56BD81D66 June 3, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com May 7, 2019 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: Staff Support Services (Task 1) Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Systems and Operations Engineering in support of the City’s Traffic Management Center. The staff support service needs will be directed by the Senior Engineer according to scope and prices listed in the Master Service Agreement. The Not to Exceed (NTE) fee estimate for this work is $10,000 and will be billed on a time and materials basis. All work will be completed by November 1, 2019. By signing below and returning a copy of this letter, you will have authorized STC to proceed. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Jason Stack, TE Principal Manager Accepted by: Signature Print Name Date PSA19-691TRAN Appendix "A" DocuSign Envelope ID: C678F209-6998-4DD6-A4C6-DFC56BD81D66 Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. PSA19-691TRAN Task No. 1 DocuSign Envelope ID: C678F209-6998-4DD6-A4C6-DFC56BD81D66 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-691TRAN 1 City Attorney Approved Version 6/12/18 MASTER AGREEMENT FOR TRAFFIC SIGNAL AND RAIL OPERATIONS SERVICES STC TRAFFIC, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and STC TRAFFIC, INC., a California corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in traffic signal and rail operations. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to traffic signal and rail operations. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 19-632TRAN, 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. Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 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 three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods 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. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager or (“Director”). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 5th February PSA19-691TRAN 2 City Attorney Approved Version 6/12/18 by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will be one hundred thousand dollars ($100,000) per Agreement year. For a total, not to exceed three hundred thousand dollars ($300,000) per Agreement term. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 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 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 PSA19-691TRAN 3 City Attorney Approved Version 6/12/18 fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to 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: DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 PSA19-691TRAN 4 City Attorney Approved Version 6/12/18 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. 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 anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of 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. /// /// DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 PSA19-691TRAN 5 City Attorney Approved Version 6/12/18 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 are: For City: For Contractor: Name Doug Bilse Name Jason Stack Title Senior Engineer Title Project Manager Dept Tran-T&M Address 5865 Avenida Encinas, Ste142-B City of Carlsbad Carlsbad, CA 92008 Address 1635 Faraday Av Phone 760-585-4508 Carlsbad, CA 92008 Email morna@stctraffic.com Phone 760.6878.6800 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. 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 four categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants 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. DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 PSA19-691TRAN 6 City Attorney Approved Version 6/12/18 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 at the 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 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. JURISDICTIONS 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 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 PSA19-691TRAN 7 City Attorney Approved Version 6/12/18 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. 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. Executed by Contractor this___________ day of _______________________, 2019. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California STC TRAFFIC, INC., a California corporation By: By: (sign here) for Scott Chadwick, City Manager Nicolas Minicilli, Vice-President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk Morna Stack, CFO (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President 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. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 24th January Exhibit "A" RFQ19-632TRAN TRAFFIC SIGNAL & RAIL OPERATIONS SPECIALIST SERVICES STC TRAFFIC, INC Mailing and Business Address: 5865 AVENIDA ENCINAS, STE 142-B CARLSBAD, CA 92008 Principal Contact: Jason Stack, President P: (760) 602-4290 November 15, 2018 PREPARED FOR: SUBMITTED BY: PROPOSAL FOR: 8 PSA19-691TRAN DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 1.0 EXECUTIVE SUMMARY This proposal presents the advantages STC Traffic (STC) provides to the City of Carlsbad for Traffic Signal and Rail Operations Specialty Services. We are a uniquely qualified firm. STC’s primary service provision is the municipal “on‐call” specialty services support contract in Traffic Engineering and Intelligent Transportation Systems. We have been delivering these exact services to the City of Carlsbad and Region since our inception 12 years ago. Our qualifications start with our people. STC’s staff is the foundation of our organization and has the highest level of expertise possible across the broad range of specialties included in the scope of work. We are comprised of Professional Engineers in Civil Engineering, Traffic Engineering, Traffic Operations Engineers, Certified Signal Technicians (IMSA Levels II and III), ITS Systems and Network Engineers, and Public Works Electricians and Inspectors. Our staff has over 100 years of combined traffic signal systems engineering, operations, and maintenance experience. We have worked as municipal employees (including in the City of Carlsbad); as extensions of staff in our role as consultants; we operate and maintain TMC’s and systems; we have been foreman for electrical contractors in the business of traffic signal construction and maintenance; we have managed the municipal Public Works Electrical Division; and we have worked for traffic signal system suppliers and manufacturers. It is highly unique to find such a group of experts under the umbrella of a single organization. These are the professionals and qualifications that Carlsbad seeks as a resource to supplement traffic system and operation needs. STC has a key role in the success achieved by the City’s traffic signal program for the past several years and we hold this with great pride. The program is customer focused with the goal of providing great traffic signal operations to the travelling public. We recognized to accomplish great traffic signal operations Carlsbad needed a great traffic signal system. This meant building the City’s traffic signal communication and ITS system from the ground‐up as none previously existed. The following accomplishments have been made: •Implemented a multi‐year and multi‐million CIP on schedule and within budget. •Design‐Build of the City Traffic Management Center. •Upgraded all equipment Citywide to modern standards (new communication equipment, control equipment, ATMS, detection equipment, EVPE, and BBS). •Connected all traffic signals and equipment to the TMC. •Upgraded traffic signal controllers, programs and implemented new signal timing citywide. •Implement citywide travel monitoring system. •Utilized best value procurement method for rapid systems procurement and deployment. •Adaptive signal system demonstration project, CONOPS, system procurement, and implementation. These investments have resulted in significant operational improvement throughout the City. STC has also provided the City around the clock support for emergency situations, construction and we’ve covered TMC operations for extended periods. We provide direct solutions for emergency situations in the field and/ or provide the solution with hand's on implementation. We are a Carlsbad company and our systems and operations staff and STC‐TMC with all the specialized equipment, applications, and tools to accomplish work are located here. This ensures an immediate and complete response to City needs on a moment’s notice. Our accomplishments in Carlsbad have resonated throughout the Region and well beyond. We hold on‐call traffic engineering and ITS contracts with 11 of 18 cities in the county. We hold similar contracts with cities in Riverside and Los Angeles counties. We also serve as on call consultants to rail agencies throughout California including: NCTD, MTS, Metrolink, SANBAG, and Caltrain. We’ve developed the preemption operations for nearly every railroad grade crossing in San Diego County. Our staff have Roadway Worker Protection training with NCTD as required by the FRA to work near railroad tracks. STC wrote NCTD’s grade crossing preemption standards, assisted the California Public Utility Commission in developing standards with Caltrans, and we are currently working with Metrolink to develop the same. STC is committed to Carlsbad. Since our inception 12 years ago, we have sustained and will continue to foster a strong working relationship. STC holds this affiliation with Carlsbad’s respective staff and community at large in the highest regard, as they have been instrumental in the growth of our company into a highly‐recognized and sought after on‐call traffic engineering, operations and ITS specialty services firm. Exhibit "A" 9 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 2.0 PROJECT TEAM STC’s staff is the foundation of our organization and has the highest level of expertise possible across a broad range of traffic signal and rail operation specialties. Our foremost approach to meeting the City’s needs through this contract is to provide the City with talented experts for each area of expertise. We are comprised of Professional Engineers in Traffic Engineering, Civil Engineering, Traffic Operations Engineers, Certified Signal Technicians (IMSA Level II and III), ITS Systems and Network Engineers, and Public Works Electricians and Inspectors. These are the professionals and qualifications that Carlsbad seeks as a resource to provide the needed services. Our staff is well known to the City and throughout San Diego County. Each has built a reputation for professional excellence and achievement of project success with the highest quality of work. The City has experienced this level of service first‐hand and we are confident that we will continue to impress City staff with our capability and caliber. Full resumes for all staff shown on the org chart are provided in Appendix A. 2.1 ORGANIZATIONAL CHART The organizational chart illustrating the STC Team and key individual’s area of responsibility and chain of command is shown below. STC offers proven managers to the City of Carlsbad including Mr. Jason Stack as Principal‐In‐Charge and Mr. Adam Lemberg as Project Manager. This management structure is important as Mr. Lemberg will be the primary interface with City staff and will have the day to day insight into progress and needs. Additional staff familiar to the City will serve as leads focused on specific areas of the scope of services. Should Mr. Lemberg become unavailable, Mr. Stack would substitute on Adam’s behalf. The competency of our lead staff allows direct coordination between City and STC staff. If desired, this structure allows the City point of contact to communicate directly with the designated staff responsible for a task. Our “open door” and “open lines of communication” philosophy creates efficiency, engenders a sense of team, and establishes a more seamless level of integration between City and STC staff that is advantageous for successful delivery of projects and service. Exhibit "A" 10 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 2.2 KEY STAFF Brief resumes for key personnel including position at STC, years of experience, education, training and professional credentials are shown on the following pages starting with our Principal‐In‐Charge, Mr. Stack. Our key personnel has extensive experience providing traffic engineering services with Carlsbad and local governments in San Diego County. Recent projects are provided on the individual resumes that demonstrate experience in generating relevant work products. The following table summarizes assigned staff, professional licenses, years of experience, years with STC, project role and duties, and office of record. The primary office where work is to be performed is STC headquarter office on Avenida Encinas in Carlsbad. Key Staff Years of Exp Years STC Role Office of Record Jason Stack, TE, PTOE 19 12 Principal-In-Charge: Provide contract management and QA/QC and oversight of project manager. Rail operations. City interface. Carlsbad Adam Lemberg, IMSA 3 21 6 Project Manager: Provide contract and task order management, QA/QC and oversight. City interface. Rail operations. Staff support. Carlsbad JASON STACK, TE, PTOE – PRINCIPAL-IN-CHARGE Carlsbad Office Mr. Stack is the President and Founder of STC Traffic and has over 19 years of specialized experience in the development, design, assembly and operation of Intelligent Transportation Systems, traffic signal systems and control technologies, and communication systems. Mr. Stack has managed various transportation planning and engineering projects, and over the past 10 years has concentrated on project development and program management of ITS systems for agencies within San Diego County. Mr. Stack’s expertise encompasses ITS strategic planning, systems analysis, design, and engineering, including hands on integration and testing. Mr. Stack managed one of the largest Traffic Signal Communications Master Plans in the nation for the City of San Diego covering over 300 square miles and 1,500 traffic signals. Mr. Stack also managed the planning, design, and build of 5 Traffic Management Centers in San Diego County. ADAM LEMBERG, IMSA III – PROJECT MANAGER Carlsbad Office Mr. Lemberg has over 21 years of experience installing, operating and maintaining traffic signal systems and their communication networks. Mr. Lemberg has managed ITS integration projects around the county supporting hundreds of system activations. Mr. Lemberg has developed and executed acceptance test plans and procedures for typical and unique ITS devices and software operations used by local and regional agencies. These include Central Management Systems, local control systems, power systems, adaptive control systems, CCTV, CMS, and display systems. Mr. Lemberg has a reputation for solving the most complex implementations on‐ the‐fly with a hand's on approach to work. Exhibit "A" 11 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 Key Staff Years of Exp Years STC Role Office of Record Nick Minicilli, PE, TE 13 6 Lead Systems and Operations: Manage tasks and support staff. Daily progress check‐in’s and QA/QC and review with staff. City interface. Carlsbad Kevin Stone, IMSA 1 25 1 Traffic Signal Technical Specialist: Signal timing implementation, asset management, maintenance inspection. Staff support. San Diego Chris Comes, IMSA 2 20 4 Traffic Signal Technical Specialist: Signal timing implementation, asset management, maintenance inspection. Staff support. San Diego Paul Pace 35 2 Traffic Signal Technical Specialist: Signal timing implementation, operations management and monitoring, maintenance inspection. Staff support. Carlsbad Brett Hansen 7 3 Systems and Operations: Communication system integration, network design. San Diego Alain Hungerford 7 1 Systems and Operations: Communication system integration, network design. Documentation and reporting. Staff support. Carlsbad Ashley Adamos, EIT 5 5 Operations and Reporting: Signal timing implementation, network design. Documentation and reporting. Staff support. Carlsbad Courtney Armusewicz, MCP 4 2 Operations and Reporting: Documentation and reporting. Staff support. Carlsbad Joseph Walters, IMSA 1 10 4 Systems and Operations: Communication system integration, network design. San Diego 2.3 COMMUNICATION Mr. Lemberg communicates effectively, which is one of the most important aspects of Project Management. He has worked closely with numerous City staff on previous projects. Mr. Lemberg successfully communicates project needs, to build consensus and ultimately obtain project approvals with various stakeholders. Mr. Lemberg is supported by additional recognized staff including Mr. Stack. Our staff excels at boiling the technical information down into understandable terms, keeping communication as simple as possible to facilitate an appreciation of our work with decision makers and the public. We understand our position as Traffic and ITS leaders in the Region and use this to champion the cause. We’ve evolved from working in the background to presenting the benefits of our work to City Councils and decision makers. Technical topics can be difficult to understand to the lay person and we strive to help the public appreciate our work by communicating it a more personal way. This creates a tie between the audience and the subject matter, increasing their appreciation of Traffic and ITS engineering’s importance to the City’s quality of life. 2.4 SPECIALIZED EQUIPMENT STC utilizes the most current software and hardware tools of the trade. These include the latest versions of: Synchro, VISSIM, Sidra, Tru‐Traffic, ArcMap, AutoCAD, MicroStation, and AGi32. We are licensed with the latest version of Microsoft Office 365. All staff at STC are standardized on the Surface platform for mobility and convenience. STC Traffic has a Traffic Management Center and storage facility for live and stored traffic systems equipment. We have numerous central and local traffic management and control software from nearly every vendor on the market, Exhibit "A"exehibitE 12 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 Task Order Initiation Scope & Fee Development Contracting Project Kick-Off, Coordination, and Schedule Technical Analysis, Design Review, Etc. QA/QC Project Delivery & Close-out and test controllers and test cabinets outfitted with rack level traffic signal devices and communications test equipment. We have numerous electrical and communications test devices for verification and troubleshooting systems. This significant investment provides us the ability to troubleshoot and test complex operations prior to field implementation and hold on‐site training sessions and show live demonstrations for our clients. 3.0 PROJECT APPROACH The STC Team is highly qualified and experienced in managing on‐call ITS related projects. Our expertise in systems engineering and design results in consistent successful delivery of complex projects throughout San Diego County. The following section contains our project management approach, technical approach to address the scope of services, grant writing, and accounting systems. 3.1 SCHEDULE AND BUDGET CONTROL ITS projects cover a wide range of planning, design, and implementation activities that merit a unique management approach. STC’s management approach addresses general management procedures and specifically addresses the unique management needs of a system engineering project. This is not a one size fits all approach, rather, this approach addresses the most commonly needed elements of systems engineering project management. This section describes our approach and project controls to execute and complete a task order. Project Initiation: Once City staff alerts STC of a potential task, STC’s project manager will conduct an in‐person or over the phone meeting with the key City point of contact. If necessary, STC’s project manager will meet City staff in the field to review the item on‐site. This meeting is designed to aid the City in clearly conveying the concerns and issues that should be addressed in the pending task order. Prepare Scope of Work and Fee Proposal: STC will prepare a detailed scope of work and fee proposal to complete the task described. We will work directly with the City’s project manager to refine the scope of work. STC realizes that City resources are limited. The purpose of the scoping process is to develop a scope and fee that meets the intent of the project in the most cost‐effective manner possible. We recognize that some tasks may result in redlines and technical memorandums, others may require a quick analysis and report to staff, and others may require more detailed reports. STC will develop a scope and fee that is appropriate for the task at hand and establishes a budget to complete the task. It will be the project manager’s responsibility to track the hours committed to the task and ensure the established budget it not exceeded. Contracting: STC’s project manager will work with the City’s contracting department to acquire the appropriate signatures and contract documents for each task order. Staff authorized to sign task orders on behalf of STC are in the Temecula office, which will streamline the contracting process for our firm and allow us to efficiently return contracts to the City within 24‐hours of receiving task order documents. Project Kick-off, Coordination, and Schedule: Regular communication between STC’s project manager and the key point of contact at the City will be critical to maintaining the project schedule and the overall success Exhibit "A" 13 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 of the project. Throughout the duration of the contract, STC will schedule regular check in meetings with City staff to review all outstanding task orders. By consolidating all the task orders into a single coordination meeting with a single point of contact, the process of reviewing project progress, deliverables and pending task orders is streamlined and not burdensome for City staff. STC will submit a baseline schedule at the start of the project that will serve as the basis for monitoring and controlling project activities to help decide how to use resources to achieve time and cost goals; help STC management evaluate alternatives; form the basis for determining staffing resources, materials, and capital requirements; and provide a means for tracking progress. The schedule will show different tasks to be completed, expected sequence of design, and effect of any changes to the overall schedule. The baseline schedule will be reviewed and approved by City staff. The schedule will be developed through Microsoft Project. As the project progresses, a more detailed master schedule will be developed by STC that illustrates key milestone dates, and any additional milestones dates for coordinating the different design disciplines. STC will update the master schedule through the completion of the design and will furnish a monthly project schedule update to the City with enough detail to show the actual versus scheduled progress on tasks and subtasks. Technical Analysis, Design or Community Coordination: Task orders assigned to STC will be completed by staff who are familiar with the City’s policies, planning documents and design standards. At STC, we conduct weekly staff meetings and discuss projects with management and technical staff. During this time, we review project schedules to ensure timely delivery of work products. Quality Assurance and Quality Control (QA/QC): Work products delivered to the City will be reviewed by the Task Manager and will involve engineers and project managers not directly involved in production or review of the project. Time to review all work products will be built into the project schedule and will be clearly documented and maintained by STC during the project. In addition to formal reviews of work products, the Project Manager will conduct over the shoulder reviews throughout the life of the task order. This hands‐on project management style provides assurance to the City that the work products in process are on‐task and are in line with the scope of work and pending deadlines. We understand that providing high quality services will lead to well executed procurement contracts and bids and improved traffic operations on the street. All work prepared by STC is reviewed by our in‐house Construction Management team for constructability and errors. Upon completion of the task order, STC will provide the final documents, plans and reports to the City for their files. In addition, the Project Manager will coordinate with the key City staff person on the task order to review the project process and work products to clearly understand the City’s perception of our performance on the project. As a growing company, this feedback on performance helps our firm grow and continue to provide high quality service and work products to our clients. Too often municipalities are saddled with “design by review”. This results from over utilization of on‐line aerial imaging applications and a lack of appreciation of real‐world consequences of analysis and design errors. It also results from a lack of print checking the report or plan. In the digital age there is a desire to get it all done on‐line without sitting down to a hard copy and physically proofreading the document or checking the conditions in the field. This perception of efficiency can result in costly oversights. What sets STC apart is that we have industry experts across all phases of a project, from planning, to design, and all the way to construction and operation. Our engineering experts are involved in the planning of a project and our construction and systems experts are involved during the design, both to offer their insight in developing feasible and cost‐effective solutions. This advantage has been evident on numerous projects. Exhibit "A" 14 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 Project Tracking and Deliverables: STC will maintain a detailed project spreadsheet of all active task orders, as well as closed task orders and pending task orders. STC’s project management team meets weekly to review project progress and outstanding issues. During this time, we will internally coordinate staffing and action items related to the active task orders with the City. This will be STC’s project manager’s opportunity to review work being conducted by our project management team and our staff. STC will control all project documents and will provide deliverables and final file material to the City in both paper and electronic format. STC will maintain project documents and data in an organized, logical fashion and will be able to promptly retrieve and distribute project information. STC will provide progress reports and invoices to the City at the end of each month. STC will report the progress of the work consistent with the City’s reporting and invoicing formats. Exhibit "A" 15 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 STC Traffic, Inc. 5865 Avenida Encinas Suite 142B, Carlsbad, CA 92008 www.stctraffic.com November 15, 2018 City of Carlsbad Public Works – Contract Administration 1635 Faraday Avenue Carlsbad, CA 92008 Attention: Janean Hawney Subject: RFQ19-632TRAN - Traffic Signal and Rail Operations Specialist Services Separate Sealed Fee Estimate Dear Ms. Hawney, As requested in Exhibit A of the RFQ, STC Traffic submits the fee schedule on the following page separately from our statement of qualifications for services. The fee schedule indicates the title and hourly billing rates for each team member. Overtime rates are identified on the fee schedule if overtime pay is required for work subject to applicable state and federal regulations. The overtime rate of 1.5 was researched via the federal overtime provisions contained in the Fair Labor Standards Act (FLSA). STC does not charge overtime and would not charge overtime unless otherwise required. Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultant’s cost without mark‐up. STC Traffic is a local business and there are no direct costs for mileage. STC does not have any named subconsultants and if a sub is needed for traffic counts for instance, the subconsultant fee would be a direct pass through and not marked up. If you have any questions or comments, please contact me at (714) 315‐4640. I am authorized to negotiate and bind the firm to any contracts and agreements. We look forward to working with the City of Carlsbad on these important services. Sincerely, STC Traffic, Inc. Jason Stack, TE, PTOE President/ CEO Exhibit "A" 16 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 Fee Schedule Project Designation Name Hourly Rate OT Rate=1.5 Senior Principal Manager Jason Stack, TE, PTOE $210 $315 Principal Manager $195 $292 Senior Project Manager Nick Minicilli, PE, TE $175 $262 Senior Project Technical Specialist Adam Lemberg, IMSA III $170 $255 Project Manager Henry Trang, PE, TE $160 $240 Construction Manager Kevin Stone $150 $225 Project Technical Specialist Paul Pace $150 $225 Senior Project Engineer Joe Donaldson $145 $217 Senior Project Planner Balaji Shivaji $135 $202 Construction Engineer/Inspector Chris Comes, IMSA II $135 $202 Project Engineer Brett Hansen $130 $195 Project Engineer Alain Hungerford $130 $195 Project Engineer Christian Lambarth, PE $130 $195 Project Planner $120 $180 Associate Engineer Ashley Adamos, EIT $115 $172 Associate Engineer Joseph Walters, IMSA I $115 $172 Associate Planner Courtney Armusewicz, MCP $105 $157 Assistant Engineer Ian Barr, EIT $100 $150 Assistant Engineer Ivan Gonzalez $100 Assistant Engineer Gianluca Pesaresi, EIT $100 Assistant Engineer Brandon Schlueter, EIT $100 Assistant Planner $90 Engineering Intern $60 Note: The Fee Schedule is valid throughout the life of this agreement. Exhibit 2 17 DocuSign Envelope ID: 3565C03A-0D08-46E9-8111-C9F55233D753 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 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 FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED 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 for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron 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. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us