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HomeMy WebLinkAboutSTC Traffic Inc; 2020-01-22; PSA20-991TRANPSA20-991TRAN City Attorney Approved Version 6/12/18 1 AGREEMENT FOR TRAFFIC OPERATIONS IMPROVEMENT PLAN SERVICES STC TRAFFIC, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and STC TRAFFIC, INC., a California corporation, ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced inengineering services. B.Contractor has the necessary experience in providing professional services andadvice related to engineering services. C.Contractor has submitted a proposal to City and has affirmed its willingness andability 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 WORKCity 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 inaccordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan 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 abovewritten. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will be thirty-four thousand five hundred dollars ($34,500). No other compensation for the Services willbe allowed except for items covered by subsequent amendments to this Agreement. The Cityreserves the right to withhold a ten percent (10%) retention until City has accepted the work and/orServices specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.PREVAILING WAGE RATESAny construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulativelyexceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws.The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 22nd January PSA20-991TRAN City Attorney Approved Version 6/12/18 2 Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7.STATUS OF CONTRACTORContractor will perform the Services in Contractor's own way as an independent contractor andin pursuit of Contractor's independent calling, and not as an employee of City. Contractor will beunder control of City only as to the result to be accomplished but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not beconsidered 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, unemploymentpayment or workers' compensation payment which City may be required to make on behalf ofContractor 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. 8.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 theacts 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 directlyemployed by Contractor. Nothing contained in this Agreement will create any contractualrelationship between any subcontractor of Contractor and City. Contractor will be responsible forpayment of subcontractors. Contractor will bind every subcontractor and every subcontractor ofa subcontractor by the terms of this Agreement applicable to Contractor's work unless specificallynoted to the contrary in the subcontract and approved in writing by City. 9.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10.INDEMNIFICATIONContractor agrees to indemnify and hold harmless the City and its officers, officials, employeesand volunteers from and against all claims, damages, losses and expenses including attorneysfees 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 orindirectly 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. DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 3 11.INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and allamendments, 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 aninsurance carrier admitted and authorized to do business in the State of California. The insurancecarrier 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 bythe National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 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. 11.1.1 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. 11.1.2 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. 11.1.3 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. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 4 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of theAgreement, as may be amended from time-to-time. 13.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records andany other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, 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. 14.OWNERSHIP OF DOCUMENTSAll 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 workproduct produced by Contractor or its agents, employees and subcontractors pursuant to thisAgreement 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. 15.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 16.NOTICESThe 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. /// /// DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 5 For City For Contractor Name Doug Bilse Name Jason Stack Title Senior Engineer Title Project Manager Department Public Works Address 5865 Avenida Encinas #142-B City of Carlsbad Carlsbad, CA 92008 Address 1635 Faraday Ave. Phone No. 714-315-4640 Carlsbad, CA 92008 Email jason.stack@stctraffic.com Phone No. 760-602-7504 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. 17.CONFLICT OF INTERESTContractor shall file a Conflict of Interest Statement with the City Clerk in accordance with therequirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall reportinvestments or interests in all four categories. Yes No 18.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof 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. 19.DISCRIMINATION AND HARASSMENT PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment. 20.DISPUTE RESOLUTIONIf a dispute should arise regarding the performance of the Services the following procedure willbe 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 theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved 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 recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactoryto 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 optto direct a solution to the problem. In such cases, the action of the City Manager will be bindingupon the parties involved, although nothing in this procedure will prohibit the parties from seekingremedies available to them at law. X DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 6 21.TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City mayterminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. 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. Uponnotification of termination, Contractor has five (5) business days to deliver any documents ownedby 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 workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. 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. 22.COVENANTS AGAINST CONTINGENT FEESContractor warrants that Contractor has not employed or retained any company or person, otherthan a bona fide employee working for Contractor, to solicit or secure this Agreement, and thatContractor has not paid or agreed to pay any company or person, other than a bona fideemployee, any fee, commission, percentage, brokerage fee, gift, or any other considerationcontingent 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 thefee, commission, percentage, brokerage fees, gift, or contingent fee. 23.CLAIMS AND LAWSUITSBy 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 anticipationof litigation or in conjunction with litigation. Contractor acknowledges that if a false claim issubmitted to City, it may be considered fraud and Contractor may be subject to criminalprosecution. 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 personknowingly submits a false claim to a public entity. These provisions include false claims madewith deliberate ignorance of the false information or in reckless disregard of the truth or falsity ofinformation. 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 afalse claim may subject Contractor to an administrative debarment proceeding as the result ofwhich Contractor may be prevented to act as a Contractor on any public work or improvement fora period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction isgrounds for City to terminate this Agreement. 24.JURISDICTION AND VENUEAny action at law or in equity brought by either of the parties for the purpose of enforcing a rightor 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 fora change of venue in these proceedings to any other county. DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 7 25.SUCCESSORS AND ASSIGNSIt 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 orto become due under it may be assigned by Contractor without the prior consent of City, whichshall not be unreasonably withheld. 26.ENTIRE AGREEMENTThis 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 andunderstanding between the parties relating to the subject matter of it. In case of conflict, the termsof the Agreement supersede the purchase order. Neither this Agreement nor any of its provisionsmay be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 PSA20-991TRAN City Attorney Approved Version 6/12/18 8 27.AUTHORITYThe 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 authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California STC TRAFFIC, INC., a California corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Nick Minicilli/Vice-President (print name/title) By: (sign here) Morna Stack/CFO (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com December 02, 2019 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: Traffic Operations Improvement Plan Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Systems Engineering services to develop a traffic operations improvement plan. The objective of this plan is to identify traffic signal operations needs and associated improvements that will feed into the City CIP for implementation. The needs will be identified by evaluating and analyzing operations at intersections reported as failing in the City Level-of-Service (LOS) report. Phasing and geometric strategies will be recommended based on the data driven operation analysis results. The traffic operation improvement strategies will be categorized by location, cost, benefit, and ease of implementation. The plan will include the following elements: •Inventory – New traffic data collection (peak period turning movement counts) for up to 5 intersections. Fee estimate = $1,500. •Analysis – Approximately 12 intersections will be analyzed. The intersections will be selected based City LOS documentation and locations with known needs. The analysis will identify the need and the improvement(s) to address the need. Fee estimate = $24,000. •Cost/ Benefit – A cost/ benefit analysis will be prepared to demonstrate the value of the recommended improvements. Cost estimates will be order-of-magnitude, itemized, and based on recent construction costs. Benefits will be based on standard values for monetizing performance metric improvements. Fee estimate = $6,000. •Implementation Phasing – The improvements will be prioritized and scheduled according to ease of implementation, priority, cost, and CIP cycle. Fee estimate = $3,000. The Not to Exceed (NTE) fee estimate for this work is $34,500 and will be billed on a time and materials basis. All work will be completed by December 31, 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 PSA20-991TRAN Exhibit A DocuSign Envelope ID: 0286106C-EAA4-43E9-B782-E09F4E0B2886 01/07/2020 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite C 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 Casualty Insurance Company 29424 Lloyds of London CL201708302 A Y CIP351747001 01/01/2020 01/01/2021 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3026931702 01/01/2020 01/01/2021 1,000,000 Surcharges C XOBW8412220 01/01/2020 01/01/2021 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2020 01/01/2021 1,000,000 1,000,000 1,000,000 E Professional Liability DCCT00077-20 01/01/2020 01/01/2021 Aggregate $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: CIP351747001 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: CIP351747001 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 Services P.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:11/20/19 Policy Expiration Date:01/01/21 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/20 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