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Underground Solutions Inc; 2012-11-28; PSA19-594CA
PSA19-594CA 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 Underground Solutions, Inc., 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 utility locating and potholing 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 for Utility Location and Potholing Services, (the “Project"). The Project services shall include, as needed, utility location and potholing of Carlsbad Municipal Water District water and recycled water facilities at locations requested and authorized by the District in accordance with Master Agreement for Utility Locating/Potholing dated November 28, 2018, PSA19-594CA. 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 five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within three hundred seventy (370) working days 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 work 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 $30,000. DocuSign Envelope ID: C2834A04-A289-482F-9EA2-F16C56B470F8 December 10, 2020 PSA19-594CA General Counsel Approved Version 7/19/17 2 4. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: C2834A04-A289-482F-9EA2-F16C56B470F8 PSA19-594CA General Counsel Approved Version 7/19/17 3 TABLE 1 FEE ALLOTMENT UTILITY LOCATING AND POTHOLING SERVICES TASK GROUP TIME & MATERIALS Services to be performed by Contractor will include utility locating and potholing of Carlsbad Municipal Water District facilities at locations requested and authorized by the District in accordance with Master Agreement for Utility Locating/Potholing dated November 28, 2018, PSA19-594CA. $30,000 TOTAL (Not-to-Exceed) $30,000 CONTRACTOR Underground Solutions, Inc. Underground Solutions, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Michael Edward Arme, President Adma N. Perez-Culpeper, Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. 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: _________________________ Vicki V. Quiram, Utilities Director APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel DocuSign Envelope ID: C2834A04-A289-482F-9EA2-F16C56B470F8 December 10, 2020 PSA19-594CA General Counsel Approved Version 7/19/17 4 APPENDIX “A” SCOPE OF SERVICES Services to be performed by Contractor will include utility locating and potholing of Carlsbad Municipal Water District facilities at locations requested and authorized by the District in accordance with Master Agreement for Utility Locating/Potholing dated November 28, 2018, PSA19-594CA. Contractor will present an itemized fee estimate for approval by the Carlsbad Municipal Water District prior to execution of the work. The total not-to-exceed fee for this task is $30,000.00. DocuSign Envelope ID: C2834A04-A289-482F-9EA2-F16C56B470F8 08/09/2020 Michael Ehrenfeld Company Insurance Agents An Acrisure Agency CA 0K07568 2655 Camino Del Rio North #200 San Diego CA 92108 Hope Zamichieli (619) 814-3046 (619) 683-9999 hopez@ehrenfeldinsurance.com Underground Solutions, Inc. 120 N. Andreasen Drive Escondido CA 92029 Crum & Forster Specialty Insurance Company 44520 The Ohio Casualty Insurance Company 24074 State Compensation Ins Fund of CA 35076 20-21 All Lines Renewal A DEDUCTIBLE: $5,000 EPK131956 08/11/2020 08/11/2021 5,000,000 50,000 5,000 5,000,000 5,000,000 5,000,000 POLLUTION LIABILITY 1,000,000 B BAO56664452 08/11/2020 08/11/2021 1,000,000 A 0 EFX115696 08/11/2020 08/11/2021 1,000,000 1,000,000 C Y 9109008-20 08/11/2020 08/11/2021 1,000,000 1,000,000 1,000,000 A ERRORS & OMISSIONS LIABIILITY EPK131956 08/11/2020 08/11/2021 EACH WRONGFUL ACT $5,000,000 EACH CLAIM DED:$5,000 Utility Location / Potholing Services - CMWD (Agreement Number : CA1335) - As respects General Liability, the City of Carlsbad/CMWD is AdditionalInsured, when required by written contract, including Primary Non-contributory Wording and Waiver of Subrogation, per form EN0118 0211. Notice ofCancellation Clause applies per form EN0136-0211. As respects Automobile Liability, Notice of Cancellation applies per form 17-491 (10/10). As respectsWorkers' Compensation, Waiver of Our Rights to Recover From Others Endorsement - California per Form SCIF 10217. Excess Liability extends coverageof General Liability, Pollution Liability, Professional Liability, Automobile Liability, and Employer's Liability only. The General Liability Policy Aggregate Limitof $5,000,000 applies to Errors & Omission and Pollution Liability. Attached forms only apply as required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163-4668 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD 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 THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY OCDN!@I?JMN@H@IO!>C<IB@N!OC@!KJGD>T+!KG@<N@!M@<?!DO!><M@APGGT+! KMDH<MT!<I?!IJI*>JIOMD=POJMT!<??DODJI<G!DINPM@?! RDOC!R<DQ@M!JA!NP=MJB<ODJI! Rcdn!‘i_jmn‘h‘io!hj_dad‘n!dinpm\i^‘!kmjqd_‘_!pi_‘m!oc‘!ajggjrdib;! AMKKCPAG?J!ECLCP?J!JG?@GJGRW!AMTCP?EC!N?PR! N>C@?PG@! IYe]!g^!<\\alagfYd!Dfkmj]\!K]jkgf’k(!gj!Jj_YfarYlagf’k(! @g\if‘o!rc‘i!nk‘^dad^\ggt!m‘lpdm‘_!di!\!rmdoo‘i!^jiom\^o!rdoc!oc‘!L\h‘_!dinpm‘_.! Giajmh\odji!m‘lpdm‘_!oj!^jhkg‘o‘!ocdn!Q^c‘_pg‘,!da!ijo!ncjri!\]jq‘,!rdgg!]‘!ncjri!di!oc‘!B‘^g\m\odjin.! <+!N][lagf!DDD!w!R‘g!Dk!<f!Dfkmj]\!rdocdi!oc‘!>geegf!Kjgnakagfk!dn!\h‘i_‘_!oj!di^gp_‘!\n!\i! \__dodji\g!dinpm‘_!oc‘!k‘mnji)n*!jm!jmb\idu\odji)n*!di_d^\o‘_!di!oc‘!Q^c‘_pg‘!ncjri!\]jq‘,!]po!njg‘gt! rdoc!m‘nk‘^o!oj!#^g\dhn#!^\pn‘_!]t!#tjpm!rjmf#!ajm!oc\o!k‘mnji!jm!jmb\idu\odji!k‘majmh‘_!]t!tjp,!jm!]t! ocjn‘!\^odib!ji!tjpm!]‘c\ga.! Rcdn!dinpm\i^‘!nc\gg!]‘!kmdh\mt!\i_!iji-^jiomd]pojmt.! @.!U‘!r\dq‘!\it!mdbco!ja!m‘^jq‘mt!r‘!h\t!c\q‘!\b\dino!oc‘!k‘mnji)n*!jm!jmb\idu\odji)n*!di_d^\o‘_!di!oc‘! Q^c‘_pg‘!ncjri!\]jq‘!]‘^\pn‘!ja!k\th‘ion!r‘!h\f‘!ajm!#_\h\b‘n#!\mdndib!jpo!ja!#tjpm!rjmf#! k‘majmh‘_!pi_‘m!\!_‘ndbi\o‘_!kmje‘^o!jm!^jiom\^o!rdoc!oc\o!k‘mnji)n*!jm!jmb\idu\odji)n*.! A.!Rcdn!Ci_jmn‘h‘io!_j‘n!ijo!m‘dino\o‘!jm!di^m‘\n‘!oc‘!Jdhdon!ja!Ginpm\i^‘!\kkgd^\]g‘!oj!\it!#^g\dh#!oj! rcd^c!oc‘!^jq‘m\b‘!\aajm_‘_!]t!ocdn!Ci_jmn‘h‘io!\kkgd‘n! ?JJ!MRFCP!RCPKQ!?LB!AMLBGRGMLQ!MD!RFC!NMJGAW!PCK?GL!SLAF?LECB.! CL0347-0217!N\b‘!1!ja!1! Underground Solutions, Inc. Policy Number: EPK131956 OCDN!@I?JMN@H@IO!>C<IB@N!OC@!KJGD>T+!KG@<N@!M@<?!DO!><M@APGGT+! <??DODJI<G!DINPM@?!*!JRI@MN)!G@NN@@N!JM!>JIOM<>OJMN!* >JHKG@O@?!JK@M<ODJIN! Rcdn!‘i_jmn‘h‘io!hj_dad‘n!dinpm\i^‘!kmjqd_‘_!pi_‘m!oc‘!ajggjrdib;! N>C@?PG@! L\h‘!ja!?__dodji\g!N‘mnji)n*!jm!Mmb\idu\odji)n*;! Jj^\odji!?i_!B‘n^mdkodji!Ma!Ajhkg‘o‘_!Mk‘m\odjin! @g\if‘o!rc‘i!nk‘^dad^\ggt!m‘lpdm‘_!di!\!rmdoo‘i!^jiom\^o! rdoc!oc‘!L\h‘_!dinpm‘_.! @g\if‘o!rc‘i!nk‘^dad^\ggt!m‘lpdm‘_!di!\!rmdoo‘i! ^jiom\^o!rdoc!oc‘!L\h‘_!dinpm‘_.! Giajmh\odji!m‘lpdm‘_!oj!^jhkg‘o‘!ocdn!Q^c‘_pg‘,!da!ijo!ncjri!\]jq‘,!rdgg!]‘!ncjri!di!oc‘!B‘^g\m\odjin.! <+!N][lagf!DDD!u!R‘g!Dk!<f!Dfkmj]\!rdocdi!oc‘! Ajhhji!Nmjqdndjin!dn!\h‘i_‘_!oj!di^gp_‘!\n! \i!dinpm‘_!oc‘!k‘mnji)n*!jm!jmb\idu\odji)n*! ncjri!di!oc‘!Q^c‘_pg‘,!]po!jigt!rdoc!m‘nk‘^o!oj! gd\]dgdot!ajm!#]j_dgt!diepmt#!jm!#kmjk‘mot!_\h\b‘#! ^\pn‘_,!di!rcjg‘!jm!di!k\mo,!]t!#tjpm!rjmf#!\o! n^c‘_pg‘!ja!ocdn!‘i_jmn‘h‘io!k‘majmh‘_!ajm! oc\o!\__dodji\g!dinpm‘_! \i_! di^gp_‘_!di!oc‘! #kmj_p^on-^jhkg‘o‘_!jk‘m\odjin!c\u\m_#.! CL0320-0211!N\b‘!1!ja!1! Underground Solutions, Inc. Policy # EPK131956 (1 3DJHRI 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< $**5(*$7(/,0,762),1685$1&(3(5352-(&7 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7<&29(5$*(3$57 8QGHU WKH &RPPRQ 3URYLVLRQV6HFWLRQ ,9 ± /,0,76 2) ,1685$1&( $1' '('8&7,%/(LWHPLV DPHQGHGE\WKHDGGLWLRQRIWKHIROORZLQJ 7KH*HQHUDO$JJUHJDWH/LPLWDSSOLHVVHSDUDWHO\WR HDFKRI\RXUSURMHFWVDZD\ IURPSUHPLVHV RZQHGE\ RU UHQWHGWR\RX $//27+(57(506$1'&21',7,2162)7+(32/,&<5(0$,181&+$1*(' Underground Solutions, Inc. Policy # EPK131956 (13DJHRI 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< /,0,7('127,&(2)&$1&(//$7,21(1'256(0(17 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7<&29(5$*(3$57 &2175$&725632//87,21/,$%,/,7<&29(5$*(3$57 (55256$1'20,66,216/,$%,/,7<&29(5$*(3$57 216,7(&/($183&29(5$*(3$57 7+,5'3$57<32//87,21/,$%,/,7<&29(5$*(3$57 ,QFRQVLGHUDWLRQRIWKHSUHPLXPFKDUJHGDQGVROHO\ZLWKUHVSHFWWRWKHFRYHUDJHSDUWVVKRZQDERYHLWLVKHUHE\DJUHHG WKDWWKH&RPPRQ3URYLVLRQV6HFWLRQ9,±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nderground Solutions, Inc. Policy # EPK131956 44116ofCOMMERCIAL AUTO AC 85 43 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASEREAD IT CAREFULLY. CALIFORNIA BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT 2018Liberty Mutual InsuranceAC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGEFORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 12 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 20 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 14 BODILY INJURY REDEFINED 24 EMPLOYEES AS INSUREDS (Including Employee Hired Auto)2 EXTRA EXPENSE - BROADENED COVERAGE 10 GLASS REPAIR - WAIVER OF DEDUCTIBLE 16 HIRED AUTO COVERAGE TERRITORY 22 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto)6 LOAN / LEASE GAP (Coverage Not Available In New York)15 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 1 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE)17 PERSONAL EFFECTSCOVERAGE 11 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 PHYSICAL DAMAGE DEDUCTIBLE - VEHICLE TRACKING SYSTEM 13 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 23 RENTAL REIMBURSEMENT 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 18 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 19 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 SECTION II - LIABILITY COVERAGE is amended as follows: 1. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": d.Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1)Is a partnership or joint venture; or (2)Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3)Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Underground Solutions, Inc. Policy Number: BAO56664452 ADDITIONAL INSURED BY CONTRACT,AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 21 323 45116of566644520022432802018Liberty Mutual InsuranceAC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Coverage under this provision d.does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e.Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f.Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee’s" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g.Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1)Only with respect to the operation, maintenance or use of a covered "auto"; (2)Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3)Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 4. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE,Coverage Extensions, 2.a. Supplementary Payments , Paragraphs (2)and (4)are replaced by the following: (2)Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 6. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": Underground Solutions, Inc. Policy Number: BAO56664452 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 50116of2018Liberty Mutual InsuranceAC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form’s Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1.Such "insured" is a Named Insured under such other insurance; and 2.You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V - DEFINITIONS is amended as follows: 24. BODILY INJURY REDEFINED Under SECTION V - DEFINITIONS , Definition C.is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. Underground Solutions, Inc. Policy Number: BAO56664452 23.. PPRIMARYPRIMARYRIMARY ANDAND NON-CONTRIBUTING NON-CONTRIBUTING IIFF RREQUIREDEQUIRED BBYY WWRITTENRITTEN CCONTRACTONTRACT OROR WRITTENWRITTEN AAGREE-GREE- MENT 49116of566644520022432802018Liberty Mutual InsuranceAC 85 43 06 18 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. C 21. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 22. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS , Paragraph B.7. Policy Period, Coverage Territory ,is amended by the addition of the following: f.For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured’s" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. F Underground Solutions, Inc. Policy Number: BAO56664452 Underground Solutions, Inc. Policy # EPK131956 PSA 19-594CA MASTER AGREEMENT FOR UTILITY LOCATING/POTHOLING SERVICES UNDERGROUND SOLUTIONS, INC. ~ THIS AGREEMENT is made and entered into as of the ~ day of b., t:€~ , 2018, by and between the Carlsbad Municipal Water District, a Public ~gency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Underground Solutions, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in utility locating and potholing. 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 utility locating and potholing. D. Contractor has submitted a proposal to CMWD 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 19-594CA 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 one hundred thousand dollars ($100,000) 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 19-594CA 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 attorney's 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 projecUlocation 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 19-594CA 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 19-594CA 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 T.C. Mueller Title Project Manager Address 120 N. Andreasen Drive Phone Email -------------Escondido, CA 92029 760-294-9449 mearme@usipothole.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. Yes~ 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 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 5 General Counsel Approved Version 6/12/18 PSA 19-594CA 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 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 6 General Counsel Approved Version 6/12/18 PSA 19-594CA 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 Ill Ill Ill Ill 7 General Counsel Approved Version 6/12/18 PSA 19-594CA 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 Underground Solutions, Inc., a California corp · By: y: Adma Perez, Assistant Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad If// /j/ By: ~ 1'7$1,.ff ~;tt Hall, President 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. who proved to me on the basis of satisfactory evidence to be the person~ whose name(~ is/at'e'"" subscribed to the within instrument and acknowledged to me that he/s.bfi1thfiy executed the same in his/het/tMlr authorized capacity~and that by his/~r signature~n the instrument the person(~. or the entity upon behalf of which the person(~acted, execute e instrument. , \' I certify der PENAL of the ate of Californi is tru and correct. Place Notary Sea/ Above ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docu / / Title or Type of Document: _ __.,_.-<t...;<-1--1--------=---=-;__---Document Date: -~/i_:Q'--+-1/L__.____..{L~l~f_, __ Number of Pages: /() Named Above: ____________ _ Capacity(ies) Claim Signer's Name: _ _L~~~~-~~~i.,:~6' O(Corporate Officer -Title(s): _ _____,L--=-....,_,__.~"'°--1..--• Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator •Other: ______________ _ Signer Is Representing: _________ _ Signer's Name: ____________ _ • Corporate Officer -Title(s): ______ _ • Partner -• Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: ______________ _ Signer Is Representing: _________ _ • ©2014 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE § 8202 ~~~,G('~.;w~~,m~ ~See Attached Document (Notary to cross out lines 1--6 below) • See Statement Below (Lines 1--6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2 (if any) 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 >--0, ~ Seal Place Notary Seal Above Subscribed and sworn to (or affirmed) before me on this by (and (2) zq day of 5,,f /-,,.., b-<& Date Month , 20L2._, Year --------------), Name(s) of Signer(s) -=:::::::::::_ proved to me on the basis of satisfactory evidence to be the person(s) who eared before me. Signature OPTIONAL _____________ _ Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: M~Sf't'/t ,,t}~;tH"" N,( """UJ D~ument Date: 7/&tl?' Number of Pages: ~ Signer(s) Other Than Named Above: ----.............._ --.......... ©2014 National Notary Association· www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5910 PSA 19-594CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of utility locating and potholing tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Utility Research I Documentation B. Field Determination/ Documentation Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 ~ UNDERGROUND SOLUTIONS "~ POSITIVEID;., ~ STAFF ITEM NAME 1 Thomas (T.C.) Mueller 2 Travis LeiQh 3 Chris Mueller 4 Vince DominQuez 5 Adma Perez LOCATING l1-man crew\ ITEM NAME 1 Electromaonetic locatino 2 GPR locatino 3 Utilitv Vault Dios -each 4 Sonde/Push Rod locatino POTHC LING Nacmaster 4000 incl 2-men crew\ ITEM NAME 1 Pothole Service (PrevailinQ WaQe)per hour/reQ 2 Pothole Service (Prevailino Waoell'IAI' hour/oremium 3 Cold-Mix Asphalt (each) 4 Perma Patch / Rapid Set/Hot Mix Asohalt Repairs 5 Hot-Patch Asohalt Grind & Overlay (each\ 6 Traffic Control Plans Iner sheet\ 7 Traffic Control Plans-Enoineer-stamoed loer sheet) 8 Standard Traffic Control (oer day) 9 Maior Traffic Control lner dav\ 10 Niohttime Maior Traffic Control Iner dav) 11 Flaoman Service (oer man hour)-Prev Waae 12 Subsurface Utilitv Reoort 1 -5 ootholes) (each) Dioital Flash Card 13 Subsurface Utility Reoort 5 -10 potholes) (each) Digital Flash Card 14 Subsurface Utilitv Reoort 10-20 ootholes) (each) Diaital Flash Card 15 Subsurface Utility Reoort 20 • 30 ootholes) (each) Diaital Flash Card 16 Subsurface Utilitv Reoort 30 -40 ootholes) (each) DiQital Flash Card 17 Subsurface Utility Reoort 40 -50) ootholes) (each) Digital Flash Card 18 Additional Hard Coov of Utilitv Reoort ( each ) TITLE VP Field Operations Gen. Superintendent Foreman Plans/Permits Contracts/ Admin RATE $200/hr $250/hr $150/each $225/hr RATE $300/hr $350/hr $25/each $100/each $550/each $150/each $550/each $500 nerdav $1,000/oer dav $1,800/per niaht $75/hr $150/each $250/each $350/each $450/each $550/each $650/each $100/each 120 N. Andreasen Dr., Escondido, CA 92029 (760) 294-9449 www.usipothole.com 10 P SA 19-594CA HOURLY RATE $175/hr $150/hr $100/hr $100/hr $75/hr ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 8/9/2018 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 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 ~f~l~cT Hope Zamichieli Michael Ehrenfeld Company ri::gN~o Extl: (619) 814-3046 I FAX (A/C Nol: (619) 683-9999 2655 Camino Del Rio North ~t1lJ~ss: hopez@ehrenfeldinsurance.com #200 INSURER(S) AFFORDING COVERAGE NAIC# San Diego CA 92108 INSURER A :Crum & Forster Specialty Insurance 44520 INSURED INSURER B :The Ohio Casualty Insurance Company 24074 Underground Solutions, Inc. INSURER C :State Compensation Ins Fund of CA 35076 120 N. Andreasen Drive INSURERD: Escondido, CA 92029 INSURERE: Phone: (760) 294-9449 INSURERF: COVERAGES CERTIFICATE NUMBER:18-19 All Lines Renewal REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,~n "",n POLICY NUMBER IMM/DDNYYYI IMM/DDNYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 5,000,000 -D CLAIMS-MADE w OCCUR DAMAGE TO RENTED A PREMISES (Ea occurrence) $ 50,000 ~ BI/PD DEDUCTIBLE 5,000 EPK123726 8/11/2018 8/11/2019 MED EXP (Any one person) $ 5,000 ~ E&O/CPL DEDUCTIBLE 5,000 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 Fl 0PRO-•LOC PRODUCTS -COMP/OP AGG $ 5,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ f---- X ANY AUTO BODILY INJURY (Per person) $ B f----ALL OWNED -SCHEDULED AUTOS AUTOS BA056664452 8/11/2018 8/11/2019 BODILY INJURY (Per accident) $ f----f----NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Per accident\ $ f---- $ UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 f---- A X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED I I RETENTION $ NIA EFX111188 8/11/2018 8/11/2019 $ WORKERS COMPENSATION X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A C (Mandatory In NH) 9109008-18 8/11/2018 8/11/2019 E.L DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A POLLUTION LIABILITY -Occur EPK123726 8/11/2018 8/11/2019 EACH CONDITION LIMIT: $ 1,000,000 E & 0 LIABILITY-Claims-Made EACH WRONGFUL ACT: $ 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Utility Location/ Potholing Services -CMWD (Agreement Number : CA1335) -As respects General Liability, the City of Carlsbad/CMWD is Additional Insured, when required by written contract, including Primary Non-contributory Wording and Waiver of Subrogation, per form EN0118 0211. Notice of Cancellation Clause applies per form EN0136-0211. As respects Automobile Liability, Notice of Cancellation applies per form 17-491 (10/10). As respects Workers' Compensation, Waiver of Our Rights to Recover From Others Endorsement -California per Form SCIF 10217. Excess Liability extends coverage of General Liability, Pollution Liability, Professional Liability, Automobile Liability, and Employer's Liability only. The CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE Rob Kempa/HOPE ~ ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 (201401) The ACORD name and logo are registered marks of ACORD ./ ✓ ./ COMMENTS/REMARKS General Liability Policy Aggregate Limit of $5,000,000 applies to Errors & Omission and Pollution Liability. Attached forms only apply as required by written contract. OFREMARK COPYRIGHT 2000, AMS SERVICES INC. Underground Solutions, Inc. Policy# EPK123726 Cru,nJG Forster ~t-':• _,,.r, part of the FAIRFAX group THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) Where Required by Written Contract A. SECTION Ill -WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but solely as respects "claims" caused in whole or in part, by "your work" for that person or organization performed by you, or by those acting on your behalf. This insurance shall be primary and non-contributory, but only in the event of a named insured's sole negligence. B. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for "damages" arising out of "your work" performed under a designated project or contract with that person(s) or organization(s). C. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0118-0211 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION -CERTIFICATE HOLDER(S) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PART ONSITE CLEANUP COVERAGE PART Certificate Holder(s) City of Carlsbad/ CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 SCHEDULE Under the Common Provisions, SECTION VI -COMMON CONDITIONS, item 2. Cancellation And Non renewal is amended by the addition of the following: If we cancel this Policy before the expiration date thereof, we will mail a 30 days written notice (ten (10) days for non-payment of premium) to the Certificate Holder(s) indicated in the Schedule shown above. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0136-0211 Page 1 of 1 COMMERCIAL AUTO CA 88 63 09 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF CANCELLATION PROVISIONS Any term or provision of the Cancellation Conditions of the policy or any endorsement amending or replac- ing such Conditions is amended by the following: A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the person or organization shown in the Schedule below. In no event will the notice to the person or organization -scheduled below exceed the notice to the first named insured. B. Our obligation to send notice to the person or organization listed in the Schedule below will terminate at the earlier of the current policy period expiration or when you no longer have a legal or contractual obligation to such person or organization to maintain insurance coverage under a policy which requires that such person or organization be notified in the event of cancellation. SCHEDULE 1. Name or Person or Organization: City of Carlsbad/CMWD C/0 EXIGIS Insurance Compliance Services ~ 2. Mailing Address: 0 PO Box 4668 -ECM #35050 New York, NY 10163 3. Number Days Advance Notice: 30 All other terms and conditions of this policy remain unchanged © 2012 Liberty Mutual Insurance CA 88 63 09 12 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 STATE ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY COMPENSATION INSURANCE FUNC HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME EFFECTIVE AUGUST 11, 2018 AT 12.01 A.M. AND EXPIRING AUGUST 11, 2019 AT 12.01 A.M. UNDERGROUND SOLUTIONS, INC. 120 N ANDREASEN DR STE A ESCONDIDO, CA 92029 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. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 9109008-18 RENEWAL SP 5-86-40-17 PAGE 1 OF NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TEAMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~~~ JULY 19, 2018 PRESIDENT AND CEO 2572 SCIF FORM 10217 IREV.7·2014) OLD DP 217 1