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West Yost and Associates Inc; 2018-11-28; PSA19-549CA
PSA19-549CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between West Yost Associates, a California corporation ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), dated November 28, 2018 (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide professional services in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated October 18, 2019, (“proposal”), attached as Appendix "A" for a Risk and Resiliency Assessment, (the “Project"). The Project services shall include and a risk and resiliency assessment for potable water system. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within ten (10) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on calendar days. Appendix "A", attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $139,368. DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC March 16, 2020 PSA19-549CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT RISK & RESILIENCY ASSESSMENT FOR POTABLE WATER SYSTEM TASK GROUP TIME & MATERIALS Task 1 - Preliminary Activities and Project Management $24,684 Task 2 - Kick-Off Meeting, Staff Interviews, Site Visits $12,148 Task 3 - Asset and Threat Characterization $28,712 Task 4 – Cyber - RRA $22,945 Task 5 - Analysis of Consequence, Vulnerability and Likelihood $28,962 Task 6 - RRA Summary Report $21,917 TOTAL (Not-to-Exceed) $139,368 CONTRACTOR West Yost & Associates West Yost & Associates (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jeffrey D. Pelz, Vice President Lindsay S. Smith, Treasurer (print name/title) (print name/title) jpelz@westyost.com lsmith@westyost.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Scott Chadwick, Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC March 16, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC 6 Venture, Suite 290 Irvine, CA 92618 Phone 949.517.9060 Fax 949.517.9090 westyost.com October 18, 2019 SENT VIA: EMAIL Ms. Stephanie Harrison Asset Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 SUBJECT: Proposal to Provide Professional Services for a Risk and Resilience Assessment (RRA) per the Requirements of America’s Water Infrastructure Act of 2018 (AWIA) Dear Ms. Harrison: West Yost Associates (West Yost) is ready to assist Carlsbad Municipal Water District (District) with AWIA Risk and Resilience Assessment (RRA) compliance services related to the District’s potable water system. West Yost understands that the District requires the development of a complete RRA under this scope of work and will continue with the Emergency Response Planning (ERP) portion of the requirement in the District’s next fiscal year. Our scope for the RRA delivers a Final RRA report before the EPA’s RRA certification deadline of December 31, 2020. West Yost is available to continue with ERP, as needed, after the RRA scope of work is complete. Attachment A provides the scope of services, proposed schedule, and estimated fee. Our estimated fee to perform the scope of work is $139,368. This work will be billed on a time-and-materials basis in accordance with 2020 Billing Rate Schedules and Master Agreement PSA19-549CA. If you have any questions regarding this proposal or any of West Yost’s qualifications, please call Stephen Dopudja at 949.517.9062 or Momo Savovic at 949.517.9066 or via email at msavovic@westyost.com. Sincerely, WEST YOST ASSOCIATES Stephen Dopudja, PE Momo Savovic, PE RCE #65187 RME #32229 Vice President Principal Engineer Attachment: Attachment A DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC ATTACHMENT A Scope of Services and Estimated Fee DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment (RRA) Carlsbad Municipal Water District Potable Water System 1 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 INTRODUCTION The following scope of services represents West Yost Associates’ (West Yost) approach for preparing RRA documents for the Carlsbad Municipal Water District’s (District) potable water system that are compliant with regulatory requirements. This document is organized as follows: Background Discussion Scope of Services Schedule Estimated Budget BACKGROUND DISCUSSION Regulatory Driver America’s Water Infrastructure Act of 2018 (AWIA) was signed into law in October of 2018. Under this law, utilities are required to conduct RRAs and prepare or revise Emergency Response Planning (ERPs). Utilities must certify to the United States Environmental Protection Agency (EPA) that they have met these new requirements. The District must send a letter to the EPA certifying compliance with the AWIA by the dates specified for both the RRA and ERP (for the District, these are December 31, 2020 and June 30, 2021 respectively). Accounting for Existing Assessments and Plans Based on direction provided by the American Water Works Association (AWWA) and the EPA, existing assessments and plans may be used to achieve AWIA compliance. West Yost understands that the District and City of Carlsbad have existing assessments and plans already in place and will make them available for this report preparation. To the extent possible and practical, West Yost will leverage existing assessments and plans in execution of the project. Workshops and Stakeholder Groups Stakeholder engagement is a key part of West Yost’s approach and is consistent with the AWWA J100 (Risk Analysis and Management for Critical Asset Protection Standard for Risk and Resilience Management of Water and Wastewater Systems) risk and resilience management process. West Yost’s workshops are designed to be interactive and collaborative. Workshops are integrated into this scope to engage stakeholders and build ownership in the assessment process; and obtain consensus on key items such as critical assets, relevant threats and hazards. The following workshops are included in the scope: Workshop 1: Asset and Threat Characterization Workshop 2: Cyber-RRA DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 2 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 Workshop 3: Consequence Analysis These workshops provide the opportunity for staff to become practiced in building and maintaining compliance relative to the AWIA requirements, and more generally, build an understanding of the different types of risks associated with the District’s water system. This will help to integrate security and preparedness into work-place culture and encourage the ongoing use of risk and resilience as a general framework for decision making. Deliverables are noted by task in the following scope of services. SCOPE OF SERVICES Consistent with AWIA requirements, the following scope of services uses AWWA’s J100 as the key standard to conduct the RRA. J100 takes an all-hazards approach that considers prevention, protection, preparedness, response, and recovery needs to address a full range of threats and hazards, including malevolent attacks, natural, technological, and human-caused hazards, and other emergencies. The scope of services reflects the methodologies and requirements established in J100 and the other AWWA voluntary consensus standards. Note this scope only includes tasks to complete and satisfy the RRA portion of the AWIA requirements, as requested by the District. The ERP portion of the requirements will be contracted under a separate scope of work at a later date, while still meeting the EPA compliance deadlines. This scope of services is divided into six tasks: Task 1. Preliminary Activities and Project Management Task 2. Kick-Off Meeting, Staff Interviews, and Site Visits Task 3. Asset and Threat Characterization Task 4. Cyber-RRA Task 5. Analysis of Consequences, Vulnerability and Likelihood Task 6. RRA Summary Report Task 1. Preliminary Activities and Project Management Task 1.1. Data Collection and Project Initiation A detailed initial data request will be prepared by West Yost and submitted well in advance of project initiation discussions. West Yost will work with the District’s project manager prior to Project Kick-Off to establish a detailed work plan and schedule. Key objectives of this task include: Review of project work plan and schedule Scheduling of workshops and site visits as appropriate DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 3 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 Identification of internal and external stakeholders to support RRA development Identification of potential interviewees Review of responses to the initial data request Task 1.2. Project Management and Quality Assurance and Quality Control (QA/QC) This task includes internal communication and documentation necessary to execute the project as well as budget tracking, quality control, and project administration. QA/QC will be provided by senior staff throughout the project. West Yost has a documented internal QA/QC policy which is available to the District at any time. Task 1 Assumptions: Project duration will be up to seven months District will provide data request information before April 2020 Task 1 Deliverables: Initial and follow-up data request log Detailed project schedule Monthly progress reports and invoices Task 2. Kick-Off Meeting, Staff Interviews, and Site Visits This task includes a formal Kick-Off Meeting for the project, interviews with District staff to collect necessary data and site visits facilities in support of the RRA efforts. District participants in the Kick-Off Meeting are assumed to include the District’s Project Manager, key support staff, and selected members of the District/City’s internal stakeholders (as identified previously in the Project Initiation task). Key objectives of the Kick-Off Meeting include: Introduction of AWIA, RRA and ERP requirements to the District/City’s internal stakeholder group members Review of the District’s approach for AWIA compliance and the roles the stakeholders have in the process Confirmation of the District’s mission and service levels Summarize information collected under Task 1 (in response to the initial data request) and any additional data requests, and identify any additional sources of information Task 2 Assumptions: West Yost’s budget for this task assumes a Kick-Off Meeting duration of 2-hours, with up to four (4) West Yost staff in attendance. It is proposed that the Kick-Off DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 4 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 Meeting be combined into a full-day workshop, along with Workshop 1 (details in Task 3 below). Site visits and interviews with District staff will be conducted following the Kick-Off Meeting/Workshop 1, or at a later date, in either one-on-one or small group settings, depending on the staff roles and responsibilities. Budgeting assumes up to 6 hours for site visits under this task. Site visits will be attended by at least one District employee with familiarity of the selected sites. Task 2 Deliverables: Kick-off Meeting presentation materials Additional data requests (as needed) Interview questions for District staff, if applicable List of recommended site visits Meeting notes and action item log Task 3. Asset and Threat Characterization The scope of work for Tasks 3 through 6 is related to the risk and resilience measures associated with the District’s water system. The completion of these tasks will result in the development of an RRA Summary Report and certification letter which the City will submit to the EPA, as described in Task 6. Task 3 includes the characterization of assets and threats associated with the District’s water system and will address the first two steps of the AWWA J100 Standard. Task 3 includes Workshop 1: Asset and Threat Characterization. Key elements of this task are described below. Task 3.1. Identification and Prioritization of Critical Facilities and Assets Critical assets are those which, if compromised by malevolent, accidental, or natural hazards, could result in prolonged or widespread service interruption/degradation, injuries, fatalities, economic impact, or any combination thereof. Based on information provided by the District, a preliminary list of priority facilities and critical assets will be developed by West Yost staff for review by District staff during Workshop 1. A list of critical customers such as hospitals, major businesses, or government facilities will also be drafted and prioritized. Initial considerations on regional resilience and cascading effects will be prepared for discussion during Workshop 1, as these elements are part of defining the priority facilities and critical assets. Task 3.2. Threat Characterization Once critical assets are identified, the threats and hazards that could potentially impact each asset will be defined. As part of Workshop 1, West Yost will facilitate a threat characterization discussion with the District to address the various threats identified as part of AWWA J100. During this portion of the workshop, the group will: DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 5 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 Agree on the insider/outsider physical and cyber malicious adversary attributes Determine relevant natural hazards to be analyzed further within the RRA Identify dependency and proximity hazards such as power, chemicals, key suppliers, critical employees, transportation, and proximity to dangerous neighboring sites Discuss distribution systems contamination threats Task 3.3. Workshop 1: Asset and Threat Characterization Workshop 1 will include the reviews, validations, and “deeper dive” discussions identified above. The outcome of Workshop 1 will be a list of threat-asset pairs that will become the basis for further analysis under subsequent tasks. Task 3 Assumptions: The Kick-Off Meeting and Workshop 1 will be held consecutively, over one day. The budget assumes that Workshop 1 will last up to 4 hours (following the 2-hour Kick-Off Meeting) and will include participation from up to four (4) West Yost staff. Task 3 Deliverables: Workshop facilitation materials Preliminary list of priority facilities/critical assets Preliminary list of critical customers List of threat-asset pairs Workshop notes and action item log Task 4. Cyber-RRA Under this task, West Yost will evaluate the District's and City of Carlsbad’s "electronic, computer or other automated systems" as required by AWIA. Often, the cyber-RRA requires a different set of stakeholders and engagement with those stakeholders. To facilitate this task, West Yost will use the AWWA Cybersecurity Guidance and Tool (AWWA Tool). The AWWA Tool is the standard for cybersecurity in the sector and generates an easy-to-use output for building a cybersecurity improvement plan. Task 4.1. Cyber-RRA Kick-Off, Interviews, and Site Visits West Yost will conduct a cyber-RRA specific introductory meeting. Topics will be focused on the IT and SCADA components of the AWIA compliance requirements. Cyber-RRA site visits will follow the introductory meeting. It is assumed that City or District staff responsible for day-to-day operation and maintenance of the IT and SCADA systems will facilitate any site visits. This approach is intended to allow West Yost to integrate interviews and site visits and develop a high-level understanding of the City’s IT and District’s SCADA systems to support further evaluation. DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 6 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 Task 4.2. Workshop 2 and Cybersecurity Controls Assessment Following the site visits and interviews conducted under Task 4.1, West Yost will facilitate Workshop 2 (Cyber-RRA). The AWWA Tool will be used to evaluate the City’s current cybersecurity practices. The output from the AWWA Tool is a prioritized list of recommended cybersecurity controls based on industry standards. During Workshop 2, participants will compare existing system controls with the recommended “Priority 1” controls generated by the AWWA Tool. Recommended controls that are not in place or require improvements will be identified. The workshop will also serve to familiarize City staff with the use of the AWWA Tool to promote continued use of the tool as improvements and changes to the system are implemented. Following Workshop 2, West Yost will prepare a Cyber-RRA Summary that documents the findings and outcomes of Task 4. This document will serve as the basis for development of projects and/or programs to implement the recommended cybersecurity controls and reduce cyber-risk. A subsequent meeting will be held to review the results of the Cyber-RRA Summary with the Cyber-RRA stakeholder group. This document will also be integrated into the RRA Summary Report prepared under Task 6. Task 4 Assumptions: The Cyber-RRA on-site tasks (Kick-Off, Interviews, Site Visits, and Workshop 2) will last up to 8 hours on a single day. Two West Yost staff will complete the Cyber-RRA site work and assessment. Task 4 Deliverables: Cyber-RRA introductory meeting materials Workshop 2 materials, including agenda, meeting notes, and action item log AWWA Tool Output Draft and Final Cyber-RRA Summary Task 5. Analysis of Consequences, Vulnerability and Likelihood This task incorporates and builds upon information developed under Task 3 and includes a detailed evaluation of threat and asset-specific consequences in accordance with Step 3 of AWWA J100. Under this task, the three variables needed for the AWWA J100 risk calculation will be estimated. Per AWWA J100, risk is the product of the results from the consequence, vulnerability, and threat likelihood, using the following equation: Risk = (Consequences) x (Vulnerability) x (Threat Likelihood) [R=C x V x T]. The information produced in Task 5 will be used in Task 6 to calculate the baseline risk for each threat-asset pair. Task 5.1. Workshop 3: Consequence Analysis The West Yost team will conduct Workshop 3 to define the worst reasonable consequences that may be caused by the District-specific threats on the assets previously defined in Task 3. The DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 7 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 consequence analysis will be conducted in a workshop format to build consensus amongst District staff. During the workshop, the group will: Discuss worst reasonable case assumptions for each threat scenario including any local historical data pertaining to the consequences of hazard/threat occurrences Estimate the monetary consequences as outlined in AWWA J100 Discuss the outlines of Tasks 5.2 and 5.3. This overview is intended to facilitate District review of subsequent deliverables The results of Workshop 3 will be documented in a Consequence Analysis summary table, which will subsequently be integrated into the RRA Summary Report prepared under Task 6. It is estimated that Workshop 3 will last up to 6 hours and that four (4) West Yost staff will attend. Task 5.2. Vulnerability Analysis A vulnerability analysis determines the ability of each critical asset and its protective systems to withstand each specified threat. Under this subtask, West Yost will analyze existing protective systems including the following: Physical security systems Security procedures Flood protection Backup generators Existing emergency response capabilities, plans, and protocols Each of the above protective systems will be specifically characterized in terms of their ability to protect or mitigate against the identified threats. West Yost will conduct additional site visits, if needed, to collect information and document protective systems to support the vulnerability analysis. For budgeting purposes, a total of one additional site visit day with estimated duration of 6 hours has been assumed. It is further assumed that District staff will facilitate and participate in any such site visits. The results of this subtask will be documented in a Vulnerability Analysis summary table, which will subsequently be integrated into the RRA Summary Report prepared under Task 6. Task 5.3. Threat Likelihood Analysis Under this subtask, West Yost will estimate the threat likelihood (also known as annualized probability or frequency) that a specific threat or hazard will occur. We will utilize standard information on frequency and severity of natural hazards from sources such as NOAA, FEMA and any applicable local hazard mitigation plans. This will also account for the District-specific threat/hazard occurrence information gathered in previous tasks. The results of this subtask will DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 8 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 be documented in a threat likelihood summary table, which will subsequently be integrated into the RRA Summary Report prepared under Task 6. Upon completion of Subtask 5.3, and prior to moving on to Task 6, West Yost will present and discuss the various consequence, vulnerability and threat likelihood summary tables to the District’s project manager via teleconference. Task 5 Deliverables: Workshop 3 facilitation materials, including agenda, notes and action item log Consequence analysis summary table Vulnerability analysis summary table Threat likelihood summary table Task 6. RRA Summary Report Upon completion of Task 5 (i.e., with consequences, vulnerabilities, and threat likelihoods determined), West Yost will calculate the overall risk and resilience of the District’s water system and its assets. West Yost will prepare an RRA Summary Report that summarizes the tasks completed during this project, the results of the workshops and analyses, and the risk and resiliency calculations. The cyber-RRA results will also be incorporated into this report. The report will be of sufficient detail to document that the District used an all-hazards approach and is in compliance with the AWIA. This task also includes preparation of the draft RRA certification letter for the District to submit to the EPA. The Draft RRA Summary Report and a draft certification letter will be provided to the District for review. To assist in the District’s review, a conference call will be conducted by West Yost to walk the District project manager through the draft report and certification letter. Upon receipt of the District’s comments, West Yost will revise and finalize the RRA Summary Report and certification letter. It is assumed that the District will transmit to the EPA the certification letter to the EPA prior to the District’s compliance deadline (the RRA Summary Report is neither required nor should it be submitted to EPA). Task 6 Assumptions: District will complete its review within three (3) weeks of receipt of the Draft RRA Summary Report District will provide West Yost with a single set of collated comments on the Draft RRA Report and certification letter Task 6 Deliverables: Draft and Final RRA Summary Report Draft and final certification letter DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 9 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 SCHEDULE It is anticipated that completion of the project will take up to seven months, or twenty-eight (28) weeks after Project Kick-Off. Project Kick-Off in the scope of work defined above is anticipated in April 2020. Our effort estimates are based on assumption that all requested project documents and project information relevant for the project execution is collected and submitted to West Yost before April 2020. A draft RRA will be submitted to the District by August 2020, and the final RRA and certification letter will be delivered by October 2020. The ERP portion of the project is shown for information purposes only and is not part of the scope of work. This schedule provides ample time to meet the District’s AWIA compliance deadlines. AWIA Compliance RRA Project Schedule Task 1Q 2020 2Q 2020 3Q 2020 4Q 2020 1Q 2021 2Q 2021 Project Management, QAQC Data Collection and Project Initiation Project Kickoff Risk and Resilience Assessment (Task 3-5) RRA Report (Task 6) Emergency Response Planning ESTIMATED BUDGET Our estimated fee to perform the work described above is $139,368. This work will be billed on a time-and-materials basis at standard company charge rates. A detailed project fee is attached. EXPENSES Project expenses will be billed on time-and-materials basis and travelling mileage will be based on 2020 IRS rate. Separate contract Not in this scope of work DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC Scope of Services for Preparation of AWIA-Compliant Risk and Resilience Assessment Carlsbad Municipal Water District Potable Water System 10 City of Carlsbad n\m\LP\cc\2019_Carlsbad_MSA_NWD RRA October 2019 MODIFICATIONS TO PROPOSAL If a portion of this proposal does not meet your needs, or if those needs have changed, West Yost stands ready to consider appropriate modifications, subject to the standards of care to which we adhere as professionals. Modifications such as changes in scope, methodology, scheduling, and contract terms and conditions may result in changes to the risks assumed by the District, as well as adjustments to our fees. LIMITATIONS Our work will be performed in a manner consistent with that level of care and skill ordinarily exercised by other members of consultant’s profession practicing in the same locality, under similar conditions, and at the date, the services are provided. Professional standards applicable to West Yost and their sub consultant services are continually evolving. Different professionals may reasonably adopt different approaches to similar problems. As such, our services are intended to provide the District with an engineering approach in accordance with the generally accepted engineering practice that exists at the time our services are rendered and may depend on and be qualified by, information gathered previously by others and provided to West Yost by the District. This proposal is valid for a period of 45 days from the date of this proposal. This proposal was prepared specifically for the District and its designated representatives and may not be provided to others without West Yost’s express permission. ADDITIONAL SERVICES Additional services are those which arise as a result of unforeseen circumstances during the design of a project and which, therefore, cannot be included in the basic services agreement, or those services, which are not necessary to the primary structural system, and therefore, are not generally part of basic services. Additional services will be performed only if requested by the City. DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC West Yost Associates P/VP AE/AS/AG II PTS II PE/PS/PG II ESG I ETM II TS II PE/PS/PG II ADM IV Hours Fee Other Total $298 $214 $279 $272 $162 $303 $178 $272 $137 Direct Costs PROJECT: Carlsbad Municipal Water District - AWIA RRA S. Dopudja A. Girtz A. Ohrt M. Savovic C. O'Connor D. Groves M. Altunel R. Ross Admin Task 1 Preliminary Activities and Project Management 1.1 Data Collection and Project Initiation 16 2 2 6 2 2 30 6,648$ 6,648$ 1.2 Project Management and QAQC 10 24 24 4 6 4 72 18,036$ 18,036$ Subtotal, Task 1 (hours)10 40 2 26 6 6 0 8 4 102 Subtotal, Task 1 ($)2,980$ 8,560$ 558$ 7,072$ 972$ 1,818$ 2,176$ 548$ 24,684$ 24,684$ Task 2 Kick-Off Meeting, Staff Interviews, and Site Visits 2.1 Kick-Off Meeting 6 2 2 1 4 15 3,206$ 3,206$ 2.2 Staff Interviews 6 2 6 2 16 3,748$ 3,748$ 2.3 Site Visits 6 2 6 6 4 24 4,994$ 200$ 5,194$ Subtotal, Task 2 (hours)0 18 6 14 6 0 0 1 10 55 Subtotal, Task 2 ($) 3,852$ 1,674$ 3,808$ 972$ 272$ 1,370$ 11,948$ 200$ 12,148$ Task 3 Asset and Threat Characterization 3.1 Asset Characterization 12 4 4 8 4 4 1 37 8,264$ 8,264$ 3.2 Threat Characterization 12 8 4 8 4 4 1 41 9,380$ 9,380$ 3.3 Workshop 1 - Asset & Threat Characterization 12 12 6 6 4 40 9,068$ 2,000$ 11,068$ Subtotal, Task 3 (hours)0 36 24 14 22 8 8 2 4 118 Subtotal, Task 3 ($) 7,704$ 6,696$ 3,808$ 3,564$ 2,424$ 1,424$ 544$ 548$ 26,712$ 2,000$ 28,712$ Task 4 Cyber-RRA 4.1 Kick-Off Meeting 2 2 2 6 1,506$ 1,506$ 4.2 Workshop 2 - Cyber-RRA 4 4 16 24 5,148$ 2,000$ 7,148$ 4.3 Interviews and Site Visits 4 3 12 19 4,133$ 200$ 4,333$ 4.4 Cybersecurity Controls Assessment 4 4 4 8 4 24 5,388$ 5,388$ 4.5 Cyber-RRA Summary & Review 4 2 16 22 4,570$ 4,570$ Subtotal, Task 4 (hours)0 0 8 14 0 15 54 0 4 95 Subtotal, Task 4 ($) 2,232$ 3,808$ 4,545$ 9,612$ 548$ 20,745$ 2,200$ 22,945$ Task 5 Analysis of Consequence, Vulnerability, and Likelihood 5.1 Workshop 3 - Consequence Analysis 12 8 6 8 1 2 37 8,274$ 2,000$ 10,274$ 5.2 Consequence Analysis & Summary 8 4 2 8 4 26 5,880$ 5,880$ 5.3 Vulnerability Analysis & Summary 8 4 2 8 4 26 5,880$ 5,880$ 5.4 Additional Site Visits 6 6 12 2,604$ 200$ 2,804$ 5.5 Likelihood Analysis & Summary 8 4 8 20 4,124$ 4,124$ Subtotal, Task 5 (hours)0 36 20 16 38 8 0 1 2 121 Subtotal, Task 5 ($) 7,704$ 5,580$ 4,352$ 6,156$ 2,424$ 272$ 274$ 26,762$ 2,200$ 28,962$ Task 6 RRA Summary Report 6.1 Overall Risk Assessment 8 6 2 8 4 4 32 7,150$ 7,150$ 6.2 Draft RRA 12 4 4 24 4 4 1 4 57 11,404$ 11,404$ 6.3 Revise and Submit Final RRA and Certification Letter 4 2 1 4 1 1 4 17 3,363$ 3,363$ Subtotal, Task 6 (hours)0 24 12 7 36 9 9 1 8 106 Subtotal, Task 6 ($) 5,136$ 3,348$ 1,904$ 5,832$ 2,727$ 1,602$ 272$ 1,096$ 21,917$ 21,917$ TOTAL (hours)10 154 72 91 108 46 71 13 32 597 TOTAL ($)2,980$ 32,956$ 20,088$ 24,752$ 17,496$ 13,938$ 12,638$ 3,536$ 4,384$ 132,768$ 6,600$ 139,368$ Labor Costs n\m\lp\city of carlsbad\2019_C_MSA_MWDRRA DocuSign Envelope ID: 03680271-6E2B-43AD-A34C-3E17D5B4CCAC ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 8/30/2019 License # 0E67768 (925) 660-3998 (925) 416-7869 25674 West Yost & Associates, Inc. 2020 Research Park Drive Suite 100 Davis, CA 95618 22276 A 1,000,000 6802H230404 9/1/2019 9/1/2020 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A BA0F41799A 9/1/2019 9/1/2020 5,000,000A CUP0F420329 9/1/2019 9/1/2020 5,000,000 A UB4J358415 9/1/2019 9/1/2020 1,000,000 1,000,000 1,000,000 B Professional Liab 47EPP30592802 9/1/2019 Per Claim 1,000,000 B Professional Liab 47EPP30592802 9/1/2019 9/1/2020 Aggregate 2,000,000 RE: Service Agreement: UTIL1543 All operations of the Named Insured, including the aforementioned project, if any. General Liability: City of Carlsbad/CMWD is included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. Workers' Compensation: Waiver of Subrogation is in favor of the City of Carlsbad/CMWD, as required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - EMC #35050 New York, NY 10163-4668 WESTYOS-01 MERCADOS IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Naomi Jackson Naomi.Jackson@ioausa.com Travelers Property Casualty Company of America Berkshire Hathaway Specialty Insurance Company X 9/1/2020 X X X X X X COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II – WHO IS h.This insurance does not apply to "bodily AN INSURED: injury" or "property damage" caused by "your work" and included in the "products-Any person or organization that you agree in a completed operations hazard" unless the"written contract requiring insurance" to include as "written contract requiring insurance"an additional insured on this Coverage Part, but:specifically requires you to provide sucha.Only with respect to liability for "bodily injury",coverage for that additional insured, and then"property damage" or "personal injury"; and the insurance provided to the additional insured applies only to such "bodily injury" orb.If, and only to the extent that, the injury or "property damage" that occurs before the enddamage is caused by acts or omissions of of the period of time for which the "writtenyou or your subcontractor in the performance contract requiring insurance" requires you toof "your work" to which the "written contract provide such coverage or the end of therequiring insurance" applies, or in connection policy period, whichever is earlier.with premises owned by or rented to you. 2.The following is added to Paragraph 4.a.ofThe person or organization does not qualify as an SECTION IV – COMMERCIAL GENERALadditional insured: LIABILITY CONDITIONS:c.With respect to the independent acts or The insurance provided to the additional insuredomissions of such person or organization; or is excess over any valid and collectible otherd.For "bodily injury", "property damage" or insurance, whether primary, excess, contingent or"personal injury"for which such person or on any other basis, that is available to theorganization has assumed liability in a additional insured for a loss we cover. However, ifcontract or agreement.you specifically agree in the "written contract requiring insurance" that this insurance providedThe insurance provided to such additional insured to the additional insured under this Coverage Partis limited as follows: must apply on a primary basis or a primary ande.This insurance does not apply on any basis to non-contributory basis, this insurance is primaryany person or organization for which to other insurance available to the additionalcoverage as an additional insured specifically insured which covers that person or organizationsis added by another endorsement to this as a named insured for such loss, and we will notCoverage Part.share with the other insurance, provided that: f.This insurance does not apply to the (1)The "bodily injury" or "property damage" forrendering of or failure to render any which coverage is sought occurs; and"professional services". (2)The "personal injury" for which coverage isg.In the event that the Limits of Insurance of the sought arises out of an offense committed;Coverage Part shown in the Declarations after you have signed that "written contractexceed the limits of liability required by the requiring insurance". But this insurance provided"written contract requiring insurance", the to the additional insured still is excess over validinsurance provided to the additional insured and collectible other insurance, whether primary,shall be limited to the limits of liability required excess, contingent or on any other basis, that isby that "written contract requiring insurance". available to the additional insured when thatThis endorsement does not increase the person or organization is an additional insuredlimits of insurance described in Section III – under any other insurance.Limits Of Insurance. CG D3 81 09 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission POLICY NUMBER: 6802H230404 COMMERCIAL GENERAL LIABILITY 3.The following is added to Paragraph 8., Transfer 4.The following definition is added to the Of Rights Of Recovery Against Others To Us,DEFINITIONS Section: of SECTION IV – COMMERCIAL GENERAL "Written contract requiring insurance" means thatLIABILITY CONDITIONS:part of any written contract under which you are We waive any right of recovery we may have required to include a person or organization as an against any person or organization because of additional insured on this Coverage Part,payments we make for "bodily injury", "property provided that the "bodily injury" and "propertydamage" or "personal injury"arising out of "your damage" occurs and the "personal injury" iswork" performed by you, or on your behalf, done caused by an offense committed:under a "written contract requiring insurance" with a.After you have signed that written contract;that person or organization. We waive this right only where you have agreed to do so as part of b.While that part of the written contract is in the "written contract requiring insurance" with effect; and such person or organization signed by you c.Before the end of the policy period.before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. Page 2 of 2 ú 2015 The Travelers Indemnity Company. All rights reserved.CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its permission WORKERS COMPENSATION %/$1.(7:$,9(5 :$,9(52)2855,*+7725(&29(5)52027+(56 32/,&<180%(5 8%- AND EMPLOYERS LIABILITY POLICY (1'256(0(17±&$/,)251,$ ENDORSEMENT WC 99 03 76 ( A) - HARTFORD CT 06183 ONE TOWER SQUARE 001 Schedule Job DescriptionPerson or Organization We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation pre- mium. 2.00 ENGINEERSANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Countersigned byInsurance Company PremiumInsured Endorsement No.Policy No.Endorsement Effective This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) ST ASSIGN: DATE OF ISSUE: Page of08-31-18 11 PSA 19-549CA MASTER AGREEMENT FOR ASSET MANAGEMENT SERVICES WEST YOST & ASSOCIATES, INC. THIS AGREEMENT is made and entered into as of the 2~ day of \\jnVCV\\ ~'<'2-. 2018, by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and West Yost & Associates, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in the asset management field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to asset management. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2018, through November 30, 2021. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 PSA 19-549CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 2 General Counsel Approved Version 6/12/18 PSA 19-549CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, 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 CMWD 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 CMWD). $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 CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 PSA 19-549CA 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 CMWD will be named as an additional insured on 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD 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. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD 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 CMWD. 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 CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 General Counsel Approved Version 6/12/18 PSA 19-549CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept. Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Momcilo Savovic Project Manager 2020 Research Park Drive Suite 100 Davis, CA 95618 530-7 56-5905 msavovic@westyost.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 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. YeslRJ No D 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 5 General Counsel Approved Version 6/12/18 PSA 19-549CA between the parties. Representatives of Contractor or CMWD 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 Executive Manager. The Executive 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 Executive 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, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD 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, CMWD 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 CMWD 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 CMWD, 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 CMWD 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 6 General Counsel Approved Version 6/12/18 PSA 19-549CA 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 CMWD 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 CMWD 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 CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 PSA 19-549CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this _____ day of __________ , 2018. CONTRACTOR West Yost & Associates, Inc., a California corporation By: (sign here) _1; ~ f). b00 tw; t1 h ('-f. f """'~r (print name/title) By: ,~ Vt· o--<D.ue L _ L-e-e / 5er1e¼\J.i (print name/title) 0 CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary Distr."ct the City of Carlsbad By: ATTEST: If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel 8 General Counsel Approved Version 6/12/18 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of_'{_!>_\_ .. _________ _ On 'O&.o\.x/ :2--<;; 2,o\~ before me, \'e .. /, ~ s:~~ }Jc~'j .PJ0~:.c Date Here lnserttiame and ht1e of the Officer personally appeared --~"}_v_~_~ __ b_o_o_~_u..> __ ~---------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~ --~ of Notary Public OPTIONAL Completing this information con deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: M.o..sV ~ye..e_~ -C.:.:¾ Document Date: \O ( ?-<( ~ \"' t>~ C~\<..lS\.:).,_Q__ Number of Pages: \ l Signer(s) Other Than Named Above: _________________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Jo\,,\.-b t> 0 .~ >,-_. Signer's Name: e---c;orporate Officer -Title(s): \J, et.1"1e-:.,~ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: • • Other: Signer is Representing: \.u-€"5+-'{o-,"t k;,'i)c.-,,J°"°'glgner is Representing: _________ _ ©2017 National Notary Association CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 •1:se:a1:s1:1e:1a:11:s~:go:3:o• A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } County of __ '{_v_l ..'.) _________ _ On O<..,h~ ;)...(" d--u\ i before me, ?e,/, L.u.-S.e?~ t-Jo~':( ?J~·.,c__ Dote , Here Insert Nome and Tit}e of the Officer ~ \ fA_V',,~ \ n o personally appeared ___ V ________ ~~---------------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. s;gnatuce ~ cl,.~ SignotLHefNotoryPub/ic OPTIONAL Completing this information con deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document Title or Type of Document: ------;-~~'.:,~~---,,...-~-~-----_c..:_r_:':"7__,__0_f __ e_-_, _l--'"=-'-'°-~--- Document Date: l C \ "l-( f ;;Li>\ i Number of Pages: __ L=-->,.\ __ Signer(s) Other Than Named Above: ___ "J;~D_k._lA.. __ b_o_o_&_'-c.)_~ _________ _ Capacity(ies) Clai'lled by Signer(s) Signer's Name: , o-\A...........e.. \....U?....-Signer's Name: ~orporate Officer -Title(s): ~,. • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General Partner -• Limited • General • Individual • Attorney in Fact • Individual • Attorney in Fact • Trustee • Guardian of Conservator • Trustee • Guardian of Conservator • Other: , • Other: Signer is Representing:\)Je?-\="t.c~'\'-&su ""~ner is Representing: ________ _ ©2017 National Notary Association PSA 19-549CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of asset management tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. lnfoMaster Configuration/ Support B. Condition Assessment/ Support C. Estimated Useful Life Guidance D. Development of Risk Criteria/ Decision Logic E. Rehabilitation/ Replacement Planning F. GISI Asset Data Support G. Asset Management/ Business Process Support Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 WEST YOST ~ ASSOCIATES PSA 19-549CA 2018-2020 Billing Rate Schedule (Effective June 2018 through June 2021) POSITIONS I LABOR CHARGES (DOLLARS PER HR) PrincipalMce President _§~~i~,:E:~~-g/~i_e'}P_!~~~ol~ist ~ana~~r_! ~-II Principal Engineer/Scientist/Geologist I / II . Se~or Engin~r/Stjentistf Geologist I / I.I . Associate Engineer/Scientist/Geologist I / II ~n~ineer~~e~~s_Y.G~~~ogist I / II Engineering Aide Administrative I_! II / HI / IV ENGINEERING TECHNOLOGY Engineering Tech Manager I/ II Principal Tech Specialist I/ II Senior Tech Specialist I/ II Senior GIS Analyst . GIS Analyst Technical Specialist I/ II/ Ill/ IV CAD Manager CAD Designer I / II CONSTRUCTION MANAGEMENT Senior Construction Manager Construction Manager I / II / Ill / IV Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) Apprentice Inspector CM Administrative I / II $310 -~?~~_I $f~-~ $260 /$276 $233/$244 $206 / $221 $167 /$193 $94 $85 / $107 / $129 / $142 $294,/$305 $271 / $282 $248/$260 $227 $214 - $158 / $180 / 203 I $226 $180 $140 / $157 $296 $180 /$193 / $206 / $258 $156 / $174 / $193 / $201 $142 $77 /$103 • Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. • Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 10%. • Mileage will be billed at the current Federal Rate. • Subconsultants will be billed at actual cost plus 10%. 10 Rates-1 WEST YOST ~ ASSOCIATES 2018-2020 Billing Rate Schedule (continued) (Effective June 2018 through June 2021) * Equipment Charges EQUIPMENT BILLING RATES Gas Detector Hydrant Pressure Gage ~y~r~n~~~~~~-~~~~!~ Standard ____ .. Hydrant Pressure Recorder, Impulse (Transient) _Tri~~l~--~~S ~-<,~? 7.f ___ _ Vehicle Water Flow Probe Meter -------'· ··--_"_,:.'. ·-~----- Water Quality Multimeter . ~ Well Sounder 11 $80/day $10/day $40/day - $55/day $220/day $10/hour $20/day . ' --·· ---- $185/day $30/day PSA 19-549CA Rates-2 WESTYOS-01 FRANCISCON ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) ~ 10/25/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riqhts to the certificate holder in lieu of such endorsement(s). PRODUCER License # OE67768 ij~ijY:'cT Nicole Francisco IOA Insurance Services PHONE I FAX 3875 Hogyard Road (A/C, No, Ext): (A/C, No):(925) 416-7869 Suite 20 ~th'li~ss, Nicole.Francisco@ioausa.com Pleasanton, CA 94588 INSURER{Sl AFFORDING COVERAGE NAIC# INSURER A : Travelers Property Casualty Company of America 25674 --- INSURED INSURER a: Berkshire Hathaway Specialty Insurance Company 22276 West Yost & Associates, Inc. INSURERC: 2020 Research Park Drive Suite 100 INSURER D: Davis, CA 95618 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ~.~.P~ ~~~ POLICY NUMBER POl,!«;,Y EFF POLICY EXP LIMITS I TR A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f-----• CLAIMS-MADE [R] OCCUR ~~~~~ii9E~~~iJlence\ 6802H230404 09/01/2018 09/01/2019 $ 1,000,000 MED EXP /Anv one oersonl $ 10,000 f----- PERSONAL & ADV INJURY $ 1,000,000 f----- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~l POLICY [R] ~[8-f • LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER $ A Jl_l)__TOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accident\ $ X ANY AUTO BAOF41799A 09/01/2018 09/01/2019 BODILY INJURY /Per oerson) $ --~ OWNED SCHEDULED f-----AUTOS ONLY -AUTOS BODILY INJURY /Per accident) $ HIRED ~&f~~T.~ rP'i.?~2c~d~~t?AMAGE $ -AUTOS ONLY f----- $ A X UMBRELLA LIAS M OCCUR EACH OCCURRENCE $ 5,000,000 -CUPOF420329 09/01/2018 09/01/2019 EXCESS LIAS CLAIMS-MADE AGGREGATE $ 5,000,000 DED I I RETENTION$ $ A WORKERS COMPENSATION XI ~~°fTIITE I I OTH-AND EMPLOYERS' LIABILITY ER Y/N UB4J358415 09/01/2018 09/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below EL. DISEASE -POLICY LIMIT $ 1,000,000 B Professional Liab. 47EPP30592801 09/01/2018 09/01/2019 Per Claim 1,000,000 B Professional Liab. 47EPP30592801 09/01/2018 09/01/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: Asset Management Services -PSA19-549CA All operations of the Named Insured, including the aforementioned project, if any. General Liability: City of Carlsbad/CMWD is included as Additional Insured on Primary & Non-Contributory basis with Waiver of Subrogation included, as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad/CMWD AUTHORIZED REPRESENTATIVE c/o EXIGIS Insurance Compliance Services ~~ PO Box 4668 -EMC #35050 ill.law V nrk NV 1 n1 l:'l .Al:l:R ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy#6802H230404 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 11 -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requ1nng insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 810915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury". "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf. done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG 03 810915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Aa.. TRAVELERSJ · ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) · 001 POLICY NUMBER: UB-4J358415-18-47-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. INCLUDING: CITY OF CARLSBAD DATE OF ISSUE: 11-06-18 ST ASSIGN: PAGE 1 OFl