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HomeMy WebLinkAboutBrown and Caldwell; 2019-07-23; PSA19-797UTILPSA19-797UTIL City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 2 TO AGREEMENT FOR DESIGN OF THE VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES 11B-15 AND THE AGUA HEDIONDA SEWER LIFT STATION BROWN AND CALDWELL This Amendment No. 2 is entered into and effective as of the ______ day of ______________________________, 2020, amending the agreement dated July 23, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Brown and Caldwell, a California corporation, (“Contractor") (collectively, the “Parties”) for design/construction support services. RECITALS A. On July 13, 2020, the Parties executed Amendment No. 1 to the Agreement to extend the agreement term; and B. The Parties desire to increase the total fee payable for the completion and post-commissioning support services specified in the Agreement; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed fifty thousand dollars ($50,000). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed fifty thousand dollars ($50,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by July 22, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment 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 Amendment. /// DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 16th November PSA19-797UTIL City Attorney Approved Version 9/27/16 2 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BROWN AND CALDWELL, a California corporation By: By: (sign here) Geoff Patnoe, Assistant City Manager Marc G. Damikolas, Senior Vice-President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (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, 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 PSA19-797UTIL City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE Contractor shall provide engineering construction support services during the construction completion, commissioning and post-commissioning of Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer, Reaches 11B-15. Services may include, but are not limited to, attending lift station commissioning support meetings, pump/impeller evaluation and selections, operational testing and troubleshooting of modified pumping systems. Services may only be rendered via a written request for assistance from the City prior to initiating the work. City will pay Contractor for the services described herein, invoiced on a time and materials basis in accordance with the Agreement, not-to-exceed $50,000. DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 1 | P a g e Exhibit A Agua Hedionda Lift Station, Vista/Carlsbad Interceptor Sewer Reaches, and Avenida Encinas Recycled Water Line Project POST-COMMISSIONING SUPPORT SERVICES SCOPE OF WORK October 8, 2020 DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 2 | P a g e Project Scope of Work TABLE OF CONTENTS SUMMARY .....................................................................................................................................................3 TASK 1 – CONSTRUCTION COMPLETION ...........................................................................................4 Task 1.0 Post-Commissioning Support Services .....................................................................................4 CONSULTANT FEE ......................................................................................................................................4 APPENDIX A Labor Hour/Cost Matrix DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 3 | P a g e SUMMARY Brown and Caldwell’s (BC) scope of work (SOW), as detailed herein, is intended to provide engineering construction support services during the commissioning of Contract No. PWS13-40UTIL, Agua Hedionda Lift Station, Vista/Carlsbad Interceptor Sewer Reaches and Recycled Water Line Project. BC and its subconsultants completed design packages Schedules A through D, and subsequently provided engineering support services during construction since the project was awarded to Pulice Construction, Inc. in 2015. MJS CM, as a subconsultant to ARCADIS, has been retained by the City for construction management services. It is understood that MJS CM / ARCADIS (heretofore known as the CM) will continue to provide the services of a Resident Project Representative (Resident) to inspect and document the Contractor’s work (Work). The Resident will be the City’s agent or employee and under the CM’s supervision. The duties and responsibilities of the Resident are set forth in the Agreement between the CM and the City. Additionally, the City of Vista is in the process of hiring a design-builder to complete additional modifications to the project site and facilities. This work will be led and managed by the City of Vista, and no support from Brown and Caldwell is anticipated for this effort, and therefore has not been budgeted for herein. Due to extenuating circumstances encountered, the total duration of construction has been extended. At the City’s request, BC will support the City and remaining CM staff on an as-needed time and materials basis. For the purposes of this SOW, the titles Construction Manager, Contract Documents, Submittals and Change Order shall have the meanings given in the Construction Contract between the City and the project Contractor. Services associated with this SOW are assumed to be conducted through the remaining contract term unless otherwise extended. Current contract expires in July 2021. DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 4 | P a g e TASK 1 – CONSTRUCTION COMPLETION Task 1.0 Post-Commissioning Support Services At the City’s request, BC will provide the CM with additional support services during construction completion. Services may include, but are not limited to, attending lift station commissioning support meetings, pump/impeller evaluation and selections (if applicable), operational testing and troubleshooting of modified pumping systems. Services may only be rendered via a written request for assistance from the City or CM prior to initiating the work. CONSULTANT FEE The Consultant’s total not-to-exceed fee for the above services is $50,000, including Optional tasks, to be invoiced monthly on a time and materials basis. A detailed breakdown of the fee is included in Appendix A. DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 City of Carlsbad - Agua Hedionda Lift Station, Vista/Carlsbad Interceptor Sewer Reaches and Recycled Water Line ProjectPhase Phase Description Project Principal Project Manager Project QA/QC Project Engineer Total Labor HoursTotal Labor Effort TravelMileage Total ODCs N/ATotal Sub CostTotal Expense Cost Total Effort$295.00$274.00$251.00$182.00100 Construction Completion8 56 24 144232$49,9360 64$640$064$50,000101 Post-Commissioning Support Services 8 56 24 144232$49,9360 64$640$064$50,000Leave Blank and ProtectedGRAND TOTAL 8 5624 144232$49,936064$640$064$50,000Hours and Dollars are rounded to nearest whole number. CONSULTANT FEE SUMMARYVersion 1: 10/8/2020DocuSign Envelope ID: 8F782F0E-A0AA-4F40-B935-868E1D413693 PSA19-797UTIL City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR DESIGN OF THE VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES 11B-15 AND THE AGUA HEDIONDA SEWER LIFT STATION BROWN AND CALDWELL This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated July 23, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Brown and Caldwell, a California corporation, (“Contractor") (collectively, the “Parties”) for design/construction support services RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on July 22, 2021. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 964AAD5F-B7D1-41E0-BEA1-F491DCE7EB8B July 13th PSA19-797UTIL City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BROWN AND CALDWELL, a California corporation By: By: (sign here) Geoff Patnoe, Assistant City Manager Marc G. Damikolas, Senior Vice President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (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, 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 964AAD5F-B7D1-41E0-BEA1-F491DCE7EB8B PSA19-797UTIL City Attorney Approved Version 6/12/18 1 AGREEMENT FOR DESIGN OF THE VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES 11B-15, AND THE AGUA HEDIONDA SEWER LIFT STATION BROWN AND CALDWELL THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and BROWN AND CALDWELL, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in design support during construction. B. Contractor has the necessary experience in providing professional services and advice related to design support during construction. 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 generally accepted engineering standards while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year 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 sevety five thousand dollars ($75,000). 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 fifty thousand dollars ($50,000) 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". DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B 23rd July PSA19-797UTIL City Attorney Approved Version 6/12/18 2 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 attorney’s fees arising out of the performance of the work described herein to the extent 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 DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B PSA19-797UTIL City Attorney Approved Version 6/12/18 3 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 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: 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 DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B PSA19-797UTIL City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly 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. 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 For Contractor Name David Hull Name J.P. Semper Title Associate Engineer Title Project Manager Department Public Works Address 9665 Chesapeake Dr. #201 City of Carlsbad San Diego, CA 92123 Address 5950 El Camino Real Phone No. 858-571-6726 Carlsbad, CA 92008 Email jpsemper@brwncald.com Phone No. 760-603-7322 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. DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B PSA19-797UTIL City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes 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. 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 DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B PSA19-797UTIL City Attorney Approved Version 6/12/18 6 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. /// /// DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B PSA19-797UTIL City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BROWN AND CALDWELL, a California corporation By: By: (sign here) for Scott Chadwick, City Manager Marc Damikolas, Senior Vice President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk Robert D. Goodson, Secretary (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: 5E895EE0-72DF-4350-9278-1DA407A9359B 1 | P a g e Exhibit A Agua Hedionda Lift Station, Vista/Carlsbad Interceptor Sewer Reaches, and Avenida Encinas Recycled Water Line Project COMMISSIONING SUPPORT SERVICES SCOPE OF WORK May 22, 2019 DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B 2 | P a g e Project Scope of Work TABLE OF CONTENTS SUMMARY......................................................................................................................................................3 TASK 1 – CONSTRUCTION COMPLETION............................................................................................4 Task 1.0 Post-Commissioning Support Services .....................................................................................4 CONSULTANT FEE.......................................................................................................................................4 APPENDIX A Labor Hour/Cost Matrix DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B 3 | P a g e SUMMARY Brown and Caldwell’s (BC) scope of work (SOW), as detailed herein, is intended to provide engineering construction support services during the commissioning of Contract No. PWS13-40UTIL, Agua Hedionda Lift Station, Vista/Carlsbad Interceptor Sewer Reaches and Recycled Water Line Project. Under an expired design-services contract with the City of Carlsbad (City), C11B-VC15, BC and its subconsultants completed design packages Schedules A through D, and subsequently provided engineering support services during construction since the project was awarded to Pulice Construction, Inc. in 2015. Due to extenuating circumstances encountered, the total duration of construction has been extended causing the number of construction management (CM) personnel representing the City on-site to be reduced. At the City’s request, BC will temporarily support the remaining CM staff for the remainder of this project. MJS CM, as a subconsultant to ARCADIS, has been retained by the City for construction management services. It is understood that MJS CM / ARCADIS (heretofore known as the CM) will continue to provide the services of a Resident Project Representative (Resident) to inspect and document the Contractor’s work (Work). The Resident will be the City’s agent or employee and under the CM’s supervision. The duties and responsibilities of the Resident are set forth in the Agreement between the CM and the City. For the purposes of this SOW, the titles Construction Manager, Contract Documents, Submittals and Change Order shall have the meanings given in the Construction Contract between the City and the project Contractor. Services associated with this SOW are assumed to be conducted over the remainder of the construction period, with a contract expiration set for April 2020. DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B 4 | P a g e TASK 1 – CONSTRUCTION COMPLETION Task 1.0 Post-Commissioning Support Services At the City’s request, BC will provide the CM with additional support services during construction. Services may include, but are not limited to, attending lift station commissioning support, meetings, operational testing and troubleshooting, responding to Contractor Requests for Information (RFI’s) and Submittals, factory witness testing (if applicable), as well as pump/impeller evaluation and selections (if applicable). Services may only be rendered via a written request for assistance from the City or CM prior to initiating the work. CONSULTANT FEE The Consultant’s total not-to-exceed fee for the above services is $75,000, including Optional tasks, to be invoiced monthly on a time and materials basis. A detailed breakdown of the fee is included in Appendix A. DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B Carlsbad, City of (CA) -- Agua Hedionda Commissioning Service Semper,John PBoese,Flavia PLu,JocelynRobison,Douglas BKloske,Alexander PSehloff,Allen PLozano,ErickSurio,Lindsay BOther TravelPhase Phase Description PM PA Total Labor Hours Total Labor Effort Total ODCs Hours Cost Hours Cost Hours Cost Total Sub Cost Total Expense Effort Total Effort $272.13 $95.01 $122.24 $251.65 $183.42 $269.47 $214.59 $90.72 001 Commissioning Service 45 30 45 45 45 45 45 10 310 63,000 1,000 1,000 2,000 6,000 2,000 10,000 12,000 75,000 ****Default Task 45 30 45 45 45 45 45 10 310 63,000 1,000 1,000 2,000 6,000 2,000 10,000 12,000 75,000 Leave Blank and Protected GRAND TOTAL 45 30 45 45 45 45 45 10 310 63,000 1,000 1,000 2,000 6,000 2,000 10,000 12,000 75,000 Hours and Dollars are rounded to nearest whole number. MCM Jacobs Planning Systems RNT Architects DocuSign Envelope ID: 5E895EE0-72DF-4350-9278-1DA407A9359B ACORD® CERTIFICATE OF LIABILITY INSURANCE 5/31/2020 I DATE (MM/DD/YYYY) ~ 6/12/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 rA~~NJa "y"• I FAX ' {A/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Insurance Company 19682 INSURED BROWN AND CALDWELL INSURER B : Property and Casualty Ins Co of Hartford 34690 l05 l 2 l 2 AND ITS WHOLLY OWNED SUBSIDIARIES INSURER c : Llovds of London AND AFFILIATES INSURER D : Twin City Fire Insurance Company 29459 201 NORTH CIVIC DRIVE, SUITE 300 INSURERE: WALNUT CREEK CA 94596 INSURER F: COVERAGES * CERTIFICATE NUMBER: 16141633 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOlWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SUBR INSR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE OUQn l=m POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y N 37CSEQUll72 5/31/2019 5/31/2020 EACH OCCURRENCE $ 2 000 000 ~ ~ CLAIMS-MADE [iJ OCCUR DAMAL,;E TO RENTED PREMISES IEa occurrencel $ 2 000 000 MED EXP (Any one person) $ 10.000 ~ PERSONAL & ADV INJURY $ 2.000 000 f----- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4.000 000 Fl □PRO-□LOG PRODUCTS· COMP/OP AGG $ 4.000 000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N 37CSEQUI 173 5/31/2019 5/31/2020 COMBINED SINGLE LIMIT s 2 000 000 /Ea accident\ f----- ..x._ ANY AUTO BODILY INJURY (Per person) $ xxxxxxx -OWNED SCHEDULED BODILY INJURY (Per accident) $_X:XX)(XXX f-----AUTOS ONLY -AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY (Per accident\ $ xxxxxxx UMBRELLA LIAB H OCCUR NOT APPLICABLE I EACH OCCURRENCE $ xxxxxxx ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx OED I I RETENTION $ $ xxxxxxx WORKERS COMPENSATION N PER I I OTH-B 37WNQUll70 5/31/2019 5/31/2020 X i STATUTE ER AND EMPLOYERS' LIABILITY Y/N D ANY PROPRIETOR/PARTNER/EXECUTIVE ~ 37WBRQUll71 5/31/2019 5/31/2020 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 C PROFESSIONAL N N LDUSA 1900482 5/31/2019 5/31/2020 $1,000,000 PER CLAIM & LIABILITY AGGREGATE DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is required) RE: BC PN 146414; CLIENT CONTRACT NO. 760-602-2462 AGUA HEDIONDA LS REDESIGN & CS SERVICES. CITY OF CARLSBAD IS AN ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY, AS REQUIRED BY WRITTEN CONTRACT. THIRTY DAYS NOTICE OF CANCELLATION BY THE INSURER WILL BE PROVIDED TO THE CERTIFICATE HOLDER WITH RESPECT TO THE GENERAL LIABILITY, AUTO LIABILITY, WORKERS' COMPENSATION/EMPLOYER'S LIABILITY AND PROFESSIONAL LIABILITY POLICIES. TEN (10) DAYS NOTICE WILL BE PROVIDED IN THE EVENT OF NONPAYMENT OF PREMIUM. CERTIFICATE HOLDER 16141633 CAR-20 CITY OF CARLSBAD ATTENTION: GRAHAM JORDAN PUBLIC WORKS-CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD CA 92008-7314 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: 0465358 Certificate ID: 16141633 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEQU1172 Policy Term: 5/31/2019 to 5/31/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION II This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Designated Project(s) or Location(s) of Oraanization(s): Covered Ooerations: ALL ALL Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule above with whom you agreed in a written contract or written agreement to provide insurance such as is afforded under this policy, but only to the extent that such person or organization is liable for "bodily injury", "property damage" or "personal and advertising injury" caused by: 1. Your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations for such additional insured at the project(s) or location(s) designated in the Schedule; b. In connection with your premises owned by or rented to you and shown in the Schedule; or c. In connection with "your work" for the additional insured at the project(s) or location(s) designated in the Schedule and included within the "products-completed operations hazard", but only if: (1) The written contract or agreement requires you to provide such coverage to such additional insured at the project(s) or location(s) designated in the Schedule; and (2) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". 1. The acts or omissions of the additional insured in connection with their general supervision of your operations at the projects or locations designated in the Schedule. B. The insurance afforded to these additional insureds applies only if the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed: 1. During the policy period; and 2. Subsequent to the execution of such written contract or written agreement; and 3. Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. Attachment Code: D465358 Certificate ID: 16141633 C. With respect to the insurance afforded to the additional insureds under this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; and 2. Supervisory, inspection, architectural or engineering activities. C. Limits of Insurance With respect to insurance provided to the additional insured shown in the Schedule, Paragraph 8. How Limits of Insurance Apply To Additional Insureds in Section Ill -Limits of Insurance does not apply. D. Duties Of Additional Insureds In The Event Of Occurrence, Offense, Claim Or Suit The Duties Condition in Section IV -Conditions is replaced by the following and applies to the additional insured shown in the Schedule: 1. Notice Of Occurrence Or Offense The additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: d. How, when and where the "occurrence" or offense took place; e. The names and addresses of any injured persons and witnesses; and f. The nature and location of any injury or damage arising out of the "occurrence" or offense. 2. Notice Of Claim If a claim is made or "suit is brought" against the additional insured, the additional insured must: a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. Assistance And Cooperation Of The Insured The additional insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. 4. Obligations At The Additional Insureds Own Cost No additional insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to the additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. Attachment Code: D465358 Certificate ID: 16141633 However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. 6. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs 1. and 2. apply to the additional insured only when such "occurrence", offense, claim or "suit" is known to: a. The additional insured that is an individual; b. Any partner, if the additional insured is a partnership; c. Any manager, if the additional insured is a limited liability company; d. Any "executive officer" or insurance manager, if the additional insured is a corporation; e. Any trustee, if the additional insured is a trust; or f. Any elected or appointed official, if the additional insured is a political subdivision or public entity. E. Other Insurance With respect to insurance provided to the additional insured shown in the Schedule, the Other Insurance Condition Section IV -Conditions is replaced by the following: 1. Primary Insurance a. Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance. be primary. If other insurance is also primary we will share with all that other insurance by the method described in 3. below. b. Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs a. and b. do not apply to other insurance to which the additional insured has been added as an additional insured or to other insurance described in paragraph 2. below. 2. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: c. YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; d. Premises Rented to You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; e. Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; f. Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; g. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Coverage A -Bodily Injury Or Property Damage Liability; or h. When You Are Added As An Additional Insured To Other Insurance Attachment Code: D465358 Certificate ID: 16141633 That is any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method of Sharing If all other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Attachment Code: D465353 Certificate ID: 16141633 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1172 Policy Term: 5/31/2019 to 5/31/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-20 CITY OF CARLSBAD PUBLIC WORKS-CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008-7314 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Attachment Code: D465339 Certificate ID: 16141633 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1173 Policy Term: 5/31/2019 to 5/31/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-20 CITY OF CARLSBAD PUBLIC WORKS-CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008-7314 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Attachment Code: D465340 Certificate ID: 16141633 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Property and Casualty Ins Co of Hartford & Twin City Fire Insurance Company Policy Number: 37WNQU1170 & 37WBRQU1171 Policy Term: 5/31/2019 to 5/31/2020 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-20 CITY OF CARLSBAD PUBLIC WORKS-CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008-7314 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: LDUSA 1900482 Policy Term: 5/31/2019 to 5/31/2020 PROFESSIONAL AND POLLUTION LIABILITY -NOTICE OF CANCELLATION CAR-20 CITY OF CARLSBAD PUBLIC WORKS-CONTRACT ADMINISTRATION 1635 FARADAY AVENUE CARLSBAD, CA 92008-7314 IN THE EVENT THE UNDERWRITERS CANCEL OR NON-RENEW THIS POLICY OR IN THE EVENT OF A MATERIAL CHANGE TO THIS POLICY, UNDERWRITERS SHALL MAIL WRITTEN NOTICE OF SUCH CANCELLATION, NON-RENEW AL OR MATERIAL CHANGE, TO SUCH CERTIFICATE HOLDER WITHIN A SPECIFIED PERIOD OF TIME; PROVIDED, HOWEVER, THAT THE INSURERS SHALL NOT BE REQUIRED TO PROVIDE SUCH NOTICE MORE THAN 45 DAYS PRIOR TO THE EFFECTIVE DATE OF CANCELLATION, NON-RENEW AL OR MATERIAL CHANGE. Attachment Code: D465374 Certificate ID: 16141633