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HomeMy WebLinkAboutKeyser Marston Associates Inc; 2020-06-30;AGREEMENT FOR REAL ESTATE CONSULTING SERVICES KEYSER MARSTON ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the ;:,()~ day of June 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and KEYSER MARSTON ASSOCIATES, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a real estate analytic firm that is experienced in municipal commercial real estate development and economic analysis. B. Contractor has the necessary experience in providing professional services and advice related to a municipal commercial real estate development and/or economic analysis. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) 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. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be an amount not to exceed twenty thousand dollars ($20,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty thousand dollars ($20,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A-1". City Attorney Approved Version 6/12/18 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an 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 City Attorney Approved Version 6/12/18 2 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (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 projecVlocation 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 three years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10. 3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 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. City Attorney Approved Version 6/12/18 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly 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 with the exception of Contractor's proprietary computer models, is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Curtis M. Jackson Title Real Estate Manager Department City Manager City of Carlsbad Address 3096 Harding Street Carlsbad, CA 92008 Phone No. 760-434-2836 For Contractor Name Paul C. Marra Title Managing Principal Address 555 West Beech Street, Suite 460 San Diego, CA 92101 Phone No. 619-718-9500 Email pmarra@keysermarston.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 6/12/18 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD NolZ] 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and 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 City Attorney Approved Version 6/12/18 5 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 6/12/18 6 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. KEYSER MARSTON ASSOCIATES, INC. By: (sign here) Paul C. Marra, Managing Principal (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Barberi~ «"'"(~t'j (1.,,... ... "'-"';)~ <;,<11,as ATTEST: fl_~, (lw;;:; BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney ~~ City Attorney Approved Version 6/12/18 7 EXHIBIT "A" SCOPE OF SERVICES Provide real estate consulting services on a "time and materials" basis including, but not limited to, the following: • Provide real estate research and analysis • Identify and recommend potential property uses • Provide advice on course a course of action to sell, develop, or lease city-owned property; • Assist the city in evaluation of potential Request for Proposals ("RFP") through one or more of the following economic analysis tasks (provided solely at the direction and request of City staff): o Conduct initial review of potential respondent's proposals, including project descriptions, financial plans, and financial information to identify need for clarification and/or additional information from any/all respondents. o Undertake limited research using third party data sources to corroborate key market parameters for proposed land uses. o Review respondent's estimates of fiscal and economic impacts to the City, and prepare alternative calculations if changes in inputs/assumptions are warranted. o Rank proposals in terms of economic benefits to the City reflecting the findings of the KMA fiscal/economic analyses. o Prepare an executive summary report documenting the KMA evaluation of economic benefits and ranking respondents. o Participate in meetings with City staff/selection panel to present KMA findings. o Prepare for and attend public meeting(s). • Conduct financial feasibility analyses of the development proposals to determine ground rental income rates to the City • Evaluate the respondent's financial capabilities to complete proposed projects and/or transactions KMA recognizes that the City may wish to adapt this work program to meet its specific requirements. City Attorney Approved Version 6/12/18 8 Exhibit "A-1" KEYSER MARSTON ASSOCIATES, INC. PUBLIC SECTOR HOURLY RATES CHAIRMAN, PRESIDENT, MANAGING PRINCIPALS* SENIOR PRINCIPALS* PRINCIPALS* MANAGERS* SENIOR ASSOCIATES ASSOCIATES SENIOR ANALYSTS ANALYSTS TECHNICAL STAFF ADMINISTRATIVE STAFF 2020/2021 $280.00 $270.00 $250.00 $225.00 $187.50 $167.50 $150.00 $130.00 $95.00 $80.00 Directly related job expenses not included in the above rates are: auto mileage, parking, air fares, hotels and motels, meals, car rentals, taxies, telephone calls, delivery, electronic data processing, graphics and printing. Directly related job expenses will be billed at 110% of cost. Monthly billings for staff time and expenses incurred during the period will be payable within thirty (30) days of invoice date. * Rates for individuals in these categories will be increased by 50% for time spent in court testimony. CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that: (1) I am the duly elected and acting Secretary of Keyser Marston Associates, Inc. a California Corporation; and (2) That Paul C. Marra, acting in his capacity as Vice President of Keyser Marston Associates, Inc., is authorized on behalf of the Corporation to sign the Agreement for Real Estate Consulting Services between the City of Carlsbad and Keyser Marston Associates, Inc. (3) Further, all corporate officers of Keyser Marston Associates, Inc. are authorized to enter into contracts and execute instruments in the name of the Corporation or on behalf of the Corporation, pursuant to the Corporation's Bylaws, adopted September 14, 1990. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of such corporation this 8th day of June 2020. Diane M. Chambers, Secretary ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) '--"' 11/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ... v .. , ..... Halidee Callejas NAME: MOC Insurance Services PHONE (415) 957-0600 I rffc. No): (US) 057-0577 IAir l,0 _ c-n• License No. 0589960 :~J~ss: hcallejas@mocins.com 101 Montgomery St., Suite 800 INSURER/SI AFFORDING COVERAGE NAICII San Francisco CA 94104 INSURER A: Massachusetts Bav Ins. Co. 22306 INSURED INSURER e: Allmerica Financial Benefit Co. 41840 Keyser Marston Associates, Inc. INSURER C : Hanover Insurance Comnanv 22292 1299 4th Sreet Suite 408 INSURERD: INSURERE: San Rafael CA 94901 INSURERF: COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICYEFF l~~hl'i,T#~, LTR TYPE OF INSURANCE l••••n Uftm POLICY NUMBER IMM/DDIYYYY\ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS.MADE W OCCUR DAMA<>E TO RENTED A PRFUISES IEa occurrence\ $ 500,000 -X ZDFA49l04905 12/1/2019 -12/1/2020 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2,000,000 R POLICY 0 :::& □ LOC PRODUCTS· COMP/OP AGG $ Included OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 tEa accident\ ,...__ X ANY AUTO BODILY INJURY (Per per,on) $ B ,__ ALL OWNED -SCHEDULED X AWFA490049 12/l/2019 12/1/2020 BODILY INJURY (Per accidenQ $ ....._ AUTOS ----AUTOS X X NON-OWNED itROPERTY DAMAGE $ HIRED AUTOS AUTOS Per acddenl\ --X Comp$500 X CoU $500 Uninsured motorist combined Single $ 1,000,000 X UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ 4 000 000 - C EXCESSLIAB CLAIM5-MADE AGGREGATE $ 4,000,000 OED I X I RETENTION s 0.00 X UHFA49ll7l05 12/1/2019 12/1/2020 $ WORKERS COMPENSATION l ~fTUTE l l OTH- ANO EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE· POLICY LIMIT s -C----Professional-Liability ... ·---•-• . " ~--· -LHFD42616502 -·-· . ~ .. -12/1/2019 .. --12/1/2020 .Each \MongfuJAd. -~ -·--·· ... -·--$1,000.,000 Retention $25,000 Aggregate Limit $2,000,000 OESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks S<:hedule, may be attached If mono space is required) City of Carlsbad, it's officers, agents, and employees are Additional Insureds as respects their interest appears in written contract with the insured. Insurance provided is Primary and Non-Contributory with any other insurance. 30 Day notice of cancellation/10 CERTIFICATE HOLDER City of Carlsbad CED Department 1635 Faraday Avenue Carlsbad, I ACORD 25 (2014/01) INS025 (201401) CA 92008 Day for non-payment of premium CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Halidee Callejas/HCA /,L/,J,.,_ f!.IIJ-l © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 POLICY NUMBER: ZDFA49104905 Effective Date: 12/01/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): Location(s) of Covered Operations City of Carlsbad, its officers, agents and employees It is understood and agreed that this insurance is primary and any other insurance maintained by the Additional Insured shall be excess only and not contributing with this insurance in regards to all operations as pertains to the named insured. Information reauired to comolete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or -,~-··-·~-----·--·-·•-<••·-·---··----------------~-· ---------·· "-···• 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- _ment furnished in connection with such_work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a princi- pal as a part of the same project. CG 2010 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 o Keyser Marston Associates, Inc Policy No: AWFA490049 COMMERCIAL AUTO CA 00 010306 BUSINESS AUTO COVERAGE FORM Various prov1s1ons in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. SECTION I -COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words ''we", "us" and "our" refer to the Company pro- viding this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Desianation Svmbols 1 Any "Auto" 2 Owned "Autos" Only those "autos" you own (and for Liability Coverage any "trailers" you don't own Only while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private passenger Passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned "Autos" Only those "autos" you own that are not of the private passenger type (and for Li- Other Than Pri-ability Coverage any "trailers" you don't own while attached to power units you vate Passenger own). This includes those "autos" not of the private passenger type you acquire "Autos" Only ownership of after the policy begins. 5 Owned "Autos" Only those "autos" you own that are required to have No-Fault benefits in the state Subject To No-where they are licensed or principally garaged. This includes those "autos" you ac- Fault quire ownership of after the policy begins provided they are required to have No- Fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they are Ii- Subject To A censed or principally garaged are required to have and cannot reject Uninsured Compulsory Un-Motorists Coverage. This includes those "autos" you acquire ownership of after the insured Motor-policy begins provided they are subject to the same state uninsured motorists re- ists Law quirement. 7 Specifically De-Only those "autos" described in Item Three of the Declarations for which a pre- scribed "Autos" mium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" Only you lease, hire, rent, or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Nonowned Only those "autos" you do not own, lease, hire, rent or borrow that are used in con- "Autos" Only nection with your business. This includes "autos" owned by your "employees", part- ners (if you are a partnership), members (if you are a limited liability company), or members of their households but only while used in your business or your personal affairs. CA 00 010306 © ISO Properties, Inc., 2005 Page 1 of 12 □ 19 Mobile Equip- ment Subject To Compulsory Or Financial Re- sponsibility Or Other Motor Ve- hicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are li- censed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declara- tions, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Liability Coverage is provided by this Coverage Form, the following types of vehicles are also cov- ered "autos" for Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substi- tute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; C. Servicing; d. "Loss"; or e. Destruction. SECTION II -LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "acci- dent" and resulting from the ownership, mainte- nance or use of covered "autos". However, we will only pay for the "covered pollution cost or ex- pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "prop- erty damage" or a "covered pollution cost or ex- pense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Limit of Insur- ance has been exhausted by payment of judg- ments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- row except: (1) The owner or anyone else from whom · you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a cov- ered "auto" you own. Page 2 of 12 © ISO Properties, Inc., 2005 CA 00 010306 □ (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the ex- tent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (in- cluding bonds for related traffic law vio- lations) required because of an "acci- dent" we cover. We do not have to fur- nish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day be- cause of time off from work. (5) All costs taxed against the "insured" in any "suit" against the "insured" we de- fend. (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "in- sured" we defend, but our duty to pay in- terest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-Of-State Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: ( 1) Increase the Limit of Insurance for Li- ability Coverage to meet the limits speci- fied by a compulsory or financial re- sponsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or prop- erty. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the follow- ing: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability assumed under any contract or agree- ment. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily in- jury" or "property damage" occurs subse- quent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or CA 00 010306 © ISO Properties, Inc., 2005 Page 3 of 12 □ ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 06/24/19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION JS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services, Inc of Florida Aon Risk Services, Inc of Florida NAME: 1001 Brickell Bay Drive, Suite #1100 PHONE I FAX Miami, FL 33131-4937 /A/C No Extl: 800-743-8130 /A/C Nol: 800-522-7514 EMAIL ADDRESS: ADP.COI.Center@.Aon.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: American Home Assurance Co. 19380 INSURED INSURER B: ADP TotalSource DE IV. Inc. 10200 Sunset Drive INSURERC: Miami, FL 33173 L/C/F INSURER D: Keyser Marston Associates, Inc. INSURER E: 1299 Fourth Street, Suite 408 San Rafael. CA 94901 INSURER F: COVERAGES CERTIFICATE NUMBER: 2459447 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT IIVITH 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. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYYl (MM/DD/YYYYl COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ~ □ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ -MED EXP /Anv one oerson\ $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □ PROJECT □ LOC PRODUCTS -COMP/OP AGG $ OTHER $ ~TOMOBILE LIABILITY (E';;MBINED ::,IN(jLE LIMIT accident) $ ANY AUTO BODILY INJURY /Per oerson) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident\ $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY ..__ AUTOS ONLY (Per accident\ $ -$ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ --EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC I I RETENTION$ WORKERS COMPENSATION A AND EMPLOYERS" LIABILITY YIN WC 080375758 CA 07/01/19 07/01/20 I PER X STATUTE I I OTH-ER ANY PROPRIETOR/PARTNER/EXECUTIVE □ E. L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksite employees working for KEYSER MARSTON ASSOCIATES, INC .. paid under ADP TOTALSOURCE, INC's payroll. are covered under the above stated policy. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CED Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE ofon. ~le {f ett.vlu.i, Qn.c of <fl~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 05/15/20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Services, Inc of Florida Aon Risk Services, Inc of Florida NAME: 1001 Brickell Bay Dnve, Suite#1100 riHoNE I FAX Miami, FL 33131-4937 A/C No Extl: 800-743-8130 IA/C Nol: 800-522-7514 EMAIL ADDRESS: ADP.COI.Center@.Aon.com INSURER($) AFFORDING COVERAGE NAIC# INSURER A : American Home Assurance Co. 19380 INSURED INSURER B: ADP TotalSource DE IV, Inc 10200 Sunset Drive INSURERC: Miami, FL 33173 UC/F INSURER D: Keyser Marston Associates, lnc. INSURER E: 1299 Fourth Street, Suite 408, San Rafael, CA 94901 INSURER F: COVERAGES CERTIFICATE NUMBER: 2883612 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYYl (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -LJ CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ - MED EXP (Anv one oerson) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □ PROJECT □ LOC PRODUCTS -COMP/OP AGG $ OTHER $ ~TOMOBILE LIABILITY (E~MBINED ::,IN<.jLE LIMIT accident) $ ANY AUTO BODILY INJURY /Per oerson\ $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED >--NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ ,-,-.. $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ ->-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC I I RETENTION $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS" LIABILITY Y/N X STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE □ WC027119589CA 7/1/2020 7/1/2021 E.L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All worksIte employees working for KEYSER MARSTON ASSOCIATES, INC., paid under ADP TOTALSOURCE, INC's payroll, are covered under the above stated policy. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CED Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE of on cJublc 8e'Clli.oti, 'lnc of cf/.o,c;da. © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1011680