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HomeMy WebLinkAboutSTC Traffic Inc; 2018-11-28; PSA19-589CA PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 11 PROJECT NO. 6062 This eleventh Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide engineering services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," for the development of Street Lighting Replacement Contract Documents and Specifications for Phase II of the Citywide Street Light Repacement Project (the “Project"). The Project services shall include providing traffic engineering specifications to be used in the safety and street lighting replacement CIP project contracts, Project No. 6062. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 hundred eighty (180) calendar days thereafter. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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. Table 1, below, prepared by City, 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 Table 1. Additional task groups, not shown in Table 1 will be performed by the Contractor only upon authorization of the City 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 then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is twenty-four thousand five hundred dollars ($24,500). DocuSign Envelope ID: 9468082A-FA85-43BE-A93F-57B6A17A3C5D November 22, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT TASK GROUP TIME & MATERIALS Research and recommend intelligent street lighting infrastructure systems and LED fixtures (Senior Project Manager 100 hours @ $175/hour) $17,500 Provide supplemental and technical specifications for Phase 2 of the Street Light Replacemnent Project (Senior Project Manager 40 hours @ $175/hour) $7,000 TOTAL (Not-to-Exceed) $24,500 CONTRACTOR STC Traffic, Inc., a California corporation STC Traffic, Inc., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nicolas Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 9468082A-FA85-43BE-A93F-57B6A17A3C5D November 22, 2019 (Prime Consultant) Fee Schedule Project Designation Name Senior Principal Manager Jason Stack, TE, PTOE Principal Manager Dawn Wilson, PE, TE Senior Project Manager Nick Minicilli, PE, TE Project Manager Henry Trang, PE, TE Construction Manager Chris Comes, IMSA II Project Technical Specialist Richard Foran Project Technical Specialist Adam Lemberg, IMSA Ill Project Technical Specialist Alain Hungerford Project Technical Specialist Paul Pace Senior Planner David Mizell, AICP Senior Project Engineer Joe Donaldson Senior Project Engineer Balaji Shivaji Construction Engineer/Inspector Project Engineer Christian Lambarth, PE Associate Engineer Ashley Adamos, EIT Associate Engineer Brett Hansen Associate Engineer Joseph Walters, IMSA I Assistant Engineer Brandon Schlueter, EIT Assistant Engineer Ian Barr, EIT Assistant Engineer Ivan Gonzalez Assistant Engineer Gianluca Pesaresi, EIT Assistant Planner Courtney Armusewicz Engineering Intern Note: The Fee Schedule is effective through December 31, 2018. STC Traffic is a local business and there are no direct costs for mileage. Hourly Rate $210 $195 $175 $160 $150 $150 $150 $150 $150 $150 $145 $145 $135 $130 $115 $115 $115 $100 $100 $100 $100 $100 $60 (cityof Carlsbad Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. PSA19-589CA Task 11 DocuSign Envelope ID: 9468082A-FA85-43BE-A93F-57B6A17A3C5D PSA19-589CA Task 11 DocuSign Envelope ID: 9468082A-FA85-43BE-A93F-57B6A17A3C5D 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 10 PROJECT NO. 6003 This tenth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC,INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide LOS analysis tool development in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated August 27, 2019, (“proposal”), attached as Appendix "A" for the Growth Management Plan (GMP) Monitoring Los Tool Update, (the “Project"). The Project services shall include revising the existing LOS Tool used for GMP monitoring purposes. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 by September 1, 2020. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $38,000. DocuSign Envelope ID: 8B429CD7-FF8A-4656-B612-6F370A016695 September 27, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT UPDATE THE LOS TOOL FOR GMP MONITORING TASK GROUP TIME & MATERIALS Update the existing LOS tool for GMP monitoring purposes $38,000 TOTAL (Not-to-Exceed) $38,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Morna Stack / CFO Nickolas Minicilli / Vice President (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 8B429CD7-FF8A-4656-B612-6F370A016695 September 27, 2019 STC Traffic, Inc. 5865 Avenida Encinas 142 B, Carlsbad, CA 92008 www.stctraffic.com August 27, 2019 PSA19-589CA Appendix “A” – Task No. 10 Doug Bilse, T.E. Senior Traffic Engineer City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 RE: GMP Follow Up Dear Mr. Bilse, STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional Traffic Engineering services in support of the City’s Growth Management Program (GMP). The task description is detailed below. • Review Mobility Element – identify new segments and update service volume tables as needed for up to 6 segments including sub-dividing depending on the roadway characteristics. • Collect the following data for the analysis: signal timing data, geometry data, and historical volume data. STC will notify the City if new data needs to be collected. • Roadway segment service volumes will be derived using ARTPLAN software and the Roadway Segment Service Volume Table – Specific Corridor will be updated to include the additional segments. • Roadway segment analysis will be conducted with recommended improvements on deficient roadway segments. Ten (10) roadway segments will be included in the analysis. Service volumes will be developed for the recommended improvements and compared with the without improvement service volumes and summarized for comparison in a technical memorandum with tables and figures. • Various service table updates will be performed for 12 months (locations TBD). The Not to Exceed (NTE) fee estimate for this work is $38,000 and will be billed on a time and materials basis. All work will be completed by September 1, 2020. By signing below and returning a copy of this letter, you will have authorized STC to proceed. I appreciate the opportunity to provide these important services to Carlsbad. If you have any questions regarding the scope of work or fee, please contact me. Sincerely, STC Traffic Jason Stack, TE Principal Manager Accepted by: Signature Print Name Date DocuSign Envelope ID: 8B429CD7-FF8A-4656-B612-6F370A016695 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 8 PROJECT NO. 6070-1 This eighth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide Design plans specifications, estimates, and installation of solar powered Rectangular Rapid Flashing Beacons at four (4) locations. in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated July 26, 2019, (“proposal”), attached as Appendix "A" for Design Services for Solar Powered Rectangular Rapid Flashing Beacons at Various Locations, (the “Project"). The Project services shall include engineered design plans, specifications and estimates for solar powered Rectangular Rapid Flashing Beacons at: Paseo Del Norte at Elder Court, Monroe Street at Magnolia Avenue, Jefferson Street at Carol Place and Salk Avenue at Fermi Court. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 thirty (30) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $8,800. DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E August 26, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT DESIGN SERVICES FOR SOLAR POWERED RECTANGULAR RAPID FLASHING BEACONS AT VARIOUS LOCATIONS TASK GROUP TIME & MATERIALS Paseo Del Norte & Elder Court $2,200 Monroe Street & Magnolia Avenue $1,700 Jefferson Street & Carol Place $1,700 Salk Avenue & Fermi Court $1,700 Specifications and Estimates $1,500 TOTAL (Not-to-Exceed) $8,800 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Morna Stack / CFO Nickolas Minicilli / Vice President (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E August 26, 2019 STC Traffic, Inc.  5865 Avenida Encinas, Suite #142‐B, Carlsbad, CA  92008  www.stctraffic.com  July 26, 2019  John Kim  Senior Engineer  City of Carlsbad  1635 Faraday Avenue  Carlsbad, CA 92008  RE: RRFB Project 2  Dear Mrs. Pham,   STC Traffic is pleased to provide the City of Carlsbad the following proposal for Rectangular Rapid Flashing  Beacon (RRFB) sign installations at various locations within the City of Carlsbad.  The RRFB units will be  designed for the following locations:  1.Paseo Del Norte at Elder Court‐  This location will install the RRFB system at the existing crosswalk and utilize existing telespar poles.  Existing pedestrian ramp will be utilized on the West side of Paseo Del Norte. A new pedestrian ramp will need to be constructed on the East side of Paseo Del Norte so plans will specify a regional standard ramp. 2.Monroe Street at Magnolia Avenue‐ This location will install the RRFB system at the existing crosswalk.  Existing pedestrian ramps and telespar poles will be utilized. 3.Jefferson Street at Carol Place‐ This location will install the RRFB system at the existing crosswalk. Existing pedestrian ramps and telespar poles will be utilized. 4.Salk Avenue at Fermi Court‐ This location will install the RRFB system at the existing crosswalk. Existing pedestrian ramps and telespar will be utilized. STC will develop engineered design plans, specifications, and estimates for installation of the RRFB units  at the 4 locations drawn on top of an aerial map.  The design plans will be prepared at 1” =20’ scale on  Carlsbad standard title block sheets and follow Greenbook and Caltrans standards and specifications.   Design plans will include line work that is traced over an aerial. For locations where a new pedestrian  ramp is needed, STC will provide a regional standard with curb height.  Elevations will not be provided.  STC will perform field work to verify all locations to determine best locations for the RRFB and to confirm  solar panels will be acceptable for each specific location.  STC will sign and stamp the design plans by a  registered professional engineer.    It is assumed that the RRFB will be run via solar power and communicate wirelessly therefore no conduit  for communication or power will be needed on the design plans.  If it is determined that solar power will  not work for a specific location, an amendment will be sent to the City for design of a hard wire power  system.    In addition to the RRFB design plans, STC will provide technical specifications and cost estimates for the  project for bid ready PS&E documentation. PSA19-589CA - Task No. 8 Appendix "A" DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E 2  The scope of work is estimated in the following table.   Task Scope of Work Sub Total  1  Paseo Del Norte at Elder Court $2,200  2  Monroe Street at Magnolia Avenue  $1,700  3  Jefferson Street at Carol Place $1,700  4  Salk Avenue at Fermi Court $1,700  5  Specifications and Estimates $1,500  Total $8,800  STC Traffic will perform the scope of services listed above for a lump sum fee of $8,800, including  expenses.  Expenses are defined as the cost of reproduction and mailing, messenger services, and vehicle  mileage.  Project management and QA/QC is included within the cost of each scope.  By signing below and returning a copy of this letter, you will have authorized STC Traffic to proceed.  I  appreciate the opportunity to work with you on this project.  If you have any questions, you may contact  me at 760‐585‐4501 or by email at nick.minicilli@stctraffic.com.   Sincerely,  STC Traffic  Nick Minicilli, PE, TE  Project Manager  Jason Stack, TE, PTOE  President Accepted by:  Signature  Print Name   Date  PSA19-589CA - Task No. 8 Appendix "A" DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E PSA19-589CA - Task No. 8 DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E PSA19-589CA - Task No. 8 DocuSign Envelope ID: 0ACC2894-C0E8-41E1-AE42-9C46DAE22E9E 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 7 PROJECT NO. 6327-1 This seventh Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide signing and striping plan for Town Garden Road at El Camino Real in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated May 14, 2019, (“proposal”), attached as Appendix "A" for the Signing and Striping for Town Garden Road at El Camino Real, (the “Project"). The Project services shall include a signing and striping plan for the traffic modification project on El Camino Real and Town Garden Road. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 thirty (30) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $2,000. DocuSign Envelope ID: 0FFEC2E0-88E6-4A0A-BE37-6D6982596C6F May 23, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT SIGNING AND STRIPING FOR TOWN GARDEN ROAD AT EL CAMINO REAL STC Traffic, Inc., will provide to the City of Carlsbad professional traffic engineering services for the signing and striping project at Town Garden Road and El Camino Real, scope of work to include the following: TASK GROUP TIME & MATERIALS STC will perform a field review to verify existing conditions. STC will provide 1 new traffic signing/striping sheet for Town Garden Road & El Camino Real. STC will modify the sheet index on title sheet. STC will modify the traffic signal plan, removing proposed signs and adding to new signing/striping plan. STC will submit draft plans to the City for one round of review prior to completing final plans. STC will print full Town Garden Road/ECR set (3 sheets) to Mylar, stamp and sign, and deliver to the City. $2,000 TOTAL (Not-to-Exceed) $2,000 /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 0FFEC2E0-88E6-4A0A-BE37-6D6982596C6F PSA19-589CA City Attorney Approved Version 7/19/17 3 CONTRACTOR STC Traffic, Inc., a California corporation STC Traffic, Inc. a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nickolas Minicilli / Vice President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez Deputy City Manager, Public Works APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 0FFEC2E0-88E6-4A0A-BE37-6D6982596C6F May 23, 2019 PSA19-589CA Task No. 7 DocuSign Envelope ID: 0FFEC2E0-88E6-4A0A-BE37-6D6982596C6F PSA19-589CA Task No. 7 DocuSign Envelope ID: 0FFEC2E0-88E6-4A0A-BE37-6D6982596C6F 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 6 PROJECT NO. 6332 This sixth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide traffic signal modification in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 12, 2019, (“proposal”), attached as Appendix "A" for the Traffic Signal Modification at Camino de Los Coches and Maverick Way, (the “Project"). The Project services shall include traffic signal and ramp modification at Camino De Los Coches and Maverick Way. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 thirty (30) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $4,000. DocuSign Envelope ID: 1E132AE7-4DCE-4644-BAA2-EE2C9BE34C0A March 5, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT TRAFFIC SIGNAL MODIFICATION TASK GROUP TIME & MATERIALS Traffic signal modification at the intersection of Camino de Las Coches and Maverick Way $4,000 TOTAL (Not-to-Exceed) $4,000 CONTRACTOR STC TRAFFIC INC., a California corporation STC TRAFFIC INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Public Works Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 1E132AE7-4DCE-4644-BAA2-EE2C9BE34C0A March 5, 2019   STC Traffic, Inc.  5865 Avenida Encinas 142 B, Carlsbad, CA 92008  www.stctraffic.com     February 12, 2019    Doug Bilse, T.E.  Senior Traffic Engineer  City of Carlsbad  1635 Faraday Ave  Carlsbad, CA 92008    RE: Task 6‐ Traffic Signal Modification for Camino De Las Coches and Maverick Way (On‐Call Task under  Traffic Engineering Contract No. PSA19‐589CA)    Dear Mr. Bilse,     STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional traffic  engineering services in support of a traffic signal modification at the intersection of Camino De Las Coches  and Maverick Way.  The design plans, specifications and estimates were previously completed in June of  2017 although not officially approved by the City. This task order will finalize the bid package and contract  documents for City approval in preparation of the project going out to bid.  The following items will be  completed as part of this task scope:       Evaluate and verify proposed plans against ADA requirements for ped ramps (e.g., Public Rights‐of‐ Way  Access  Advisory  Committee Special  Report:  Accessible  Public  Rights‐of‐Way  Planning  and  Designing for Alternations and other applicable ADA design standards)   Finalize pole locations against proposed ADA ramp improvements   Finalize PS&E package for formal bid. PSE will be brought up to current City standards.   Bid and Construction Support including response to RFIs and material reviews   As‐built Documentation    The Not to Exceed (NTE) fee estimate for this work is $4,000 and will be billed on a time and materials  basis using the rates proposed in the master service agreement.  All work will be completed by December  31, 2019.  I appreciate the opportunity to provide these important services to Carlsbad.  If you have any  questions regarding the scope of work or fee, please contact me.        Sincerely,    STC Traffic        Nick Minicilli, PE, TE  Senior Project Manager Accepted by:  Signature  Print Name   Date  Appendix "A" PSA19-589CA - Task No. 6 DocuSign Envelope ID: 1E132AE7-4DCE-4644-BAA2-EE2C9BE34C0A 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 5 PROJECT NO. 6326 This fifth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide ATMS Design and Configuration in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 6, 2019, (“proposal”), attached as Appendix "A" for the Advanced Traffic Management System (ATMS) Design and Configuration, (the “Project"). The Project services shall include Design implementation of ATMS platform and configure software as needed. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 hundred sixty (160) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $50,000. DocuSign Envelope ID: 95AAC124-7E48-4F0B-82E2-04E99DE700D2 March 5, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT ATMS DESIGN AND CONFIGURATION TASK GROUP TIME & MATERIALS ATMS design and configuration $50,000 TOTAL (Not-to-Exceed) $50,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 95AAC124-7E48-4F0B-82E2-04E99DE700D2 March 5, 2019   STC Traffic, Inc.  5865 Avenida Encinas 142 B, Carlsbad, CA 92008  www.stctraffic.com   February 6, 2019  Doug Bilse, T.E.  Senior Traffic Engineer  City of Carlsbad  1635 Faraday Ave  Carlsbad, CA 92008  RE: ATMS Design and Configuration (Task 5)   Dear Mr. Bilse,   STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional traffic  engineering services in support of the City’s Advance Traffic Management System (ATMS) CIP project.  The  ATMS  design  and  configuration  services  include  the  traffic  engineering  components  necessary  for  complete implementation of the new ATMS.  These include the following:    Control Equipment – Traffic signal control equipment including SDLC connectors to support the increased number of connections in the traffic signal cabinet. Detection Equipment – This includes video, loop, and radar detection equipment to complete the required system detection layout and configuration. Communication Equipment – Design of the communication equipment components necessary to move increased data demand across the network to the TMC. Design of the system will be documented through analysis of existing conditions, newly deployed ATC and  ATMS systems, and assessment of need (minimum and optimum requirements).  Recommendations for  new ATMS system components will be made and associated costs identified.    The Not to Exceed (NTE) fee estimate for this work is $50,000 and will be billed on a time and materials  basis.  All work will be completed by November 1, 2019.  By signing below and returning a copy of this  letter, you will have authorized STC to proceed.  I appreciate the opportunity to provide these important  services to Carlsbad.  If you have any questions regarding the scope of work or fee, please contact me.  Sincerely,  STC Traffic  Jason Stack, TE  Principal Engineer Accepted by:  Signature  Print Name   Date  Appendix "A" PSA19-589CA - Task No. 5 DocuSign Envelope ID: 95AAC124-7E48-4F0B-82E2-04E99DE700D2 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 4 PROJECT NO. 6326 This fourth Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal Timing in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 6, 2019, (“proposal”), attached as Appendix "A" for the Adaptive Traffic Signal Timing Plan Development, (the “Project"). The Project services shall include developing traffic signal timing plans for adaptive operations along three (3) main corridors; Rancho Santa Fe Road, Melrose Drive and Paseo Del Norte. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 hundred sixty (160) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $60,000. DocuSign Envelope ID: 40F97920-214F-4089-98E3-48DC4A2AFD74 February 28, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT DEVELOP TRAFFIC SIGNAL TIMING PLANS TASK GROUP TIME & MATERIALS Create adaptive timing plans for three (3) corridors; Rancho Santa Fe Road, Melrose Drive and Paseo Del Norte $60,000 TOTAL (Not-to-Exceed) $60,000 CONTRACTOR STC TRAFFIC, INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 40F97920-214F-4089-98E3-48DC4A2AFD74 February 28, 2019   STC Traffic, Inc.  5865 Avenida Encinas 142 B, Carlsbad, CA 92008  www.stctraffic.com   February 6, 2019  Doug Bilse, T.E.  Senior Traffic Engineer  City of Carlsbad  1635 Faraday Ave  Carlsbad, CA 92008  RE: Adaptive Traffic Signal Timing Plan Development (Task 4)  Dear Mr. Bilse,   STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal for professional traffic  engineering services to support the development of adaptive traffic signal plans on several corridors.  This  work will be performed in conjunction with the implementation of the City’s new Advanced Traffic  Management System (ATMS) in the TMC and Advanced Traffic Controllers (ATC) at intersections.  The task  scope includes the following:    Corridors – Rancho Santa Fe, Melrose, and Paseo Del Norte. Collect System Data – Configure the ATC controllers, ATMS and BlueToad systems to collect system data and performance metrics. Data Aggregation and Analysis – Analyze the data to establish the base operating conditions of the corridors.  This includes traffic patterns, profiles, peak and off‐peak demand, cycles, phasing, and performance metrics including travel time, speed, delay, arrivals, and phase information. Adaptive Plan Design – Based on the system data collection and analysis, STC will develop the adaptive timing plan parameters including defining links, controlling intersections, and schedules. Test and Verify – the adaptive timing plans will be implemented in  the ATMS system and ATC controllers  and  tested,  adjusted,  and  optimized.  New  data  will be  collected  including  system performance metrics to verify the adaptive plans are working as designed. Documentation – A corridor report detailing the adaptive plan parameters and performance metrics will be prepared for each corridor. The Not to Exceed (NTE) fee estimate for this work is $60,000 and will be billed on a time and materials  basis.  All work will be completed by August 31, 2019.  By signing below and returning a copy of this letter,  you will have authorized STC to proceed.  I appreciate the opportunity to provide these important services  to Carlsbad.  If you have any questions regarding the scope of work or fee, please contact me.  Sincerely,  STC Traffic  Jason Stack, TE  Principal Manager Accepted by:  Signature  Print Name   Date  Appendix "A" PSA19-589CA - Task No. 4 DocuSign Envelope ID: 40F97920-214F-4089-98E3-48DC4A2AFD74 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 PROJECT NO. 6326 This third Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Signal Timing in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated February 6, 2019, (“proposal”), attached as Appendix "A" for the Traffic Signal Timing Plan Conversion, (the “Project"). The Project services shall include converting existing intersection controller signal program timing sheets for each intersection from the current format to the new Trafficware format. The new controller timing will be pre‐loaded onto the controller and installed onto the new ATMS.now system. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 hundred sixty (160) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $40,000. DocuSign Envelope ID: B9A8878D-00E8-4BCE-A5E2-BDB5A3BCEA6D February 25, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT CONVERT SIGNAL TIMING PLANS TASK GROUP TIME & MATERIALS Convert timing plans for 170 controllers to new Trafficware format $40,000 TOTAL (Not-to-Exceed) $40,000 CONTRACTOR STC TRAFFIC,INC., a California corporation STC TRAFFIC, INC., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: B9A8878D-00E8-4BCE-A5E2-BDB5A3BCEA6D February 25, 2019   STC Traffic, Inc.  5865 Avenida Encinas Ste 142b, Carlsbad, CA 92008   www.stctraffic.com   February 6, 2019    Doug Bilse, T.E.   Senior Traffic Engineer  City of Carlsbad  1635 Faraday Ave  Carlsbad, CA 92008    RE: Traffic Signal Timing Plan Conversions (Task 3)    Dear Mr. Bilse,     STC Traffic (STC) is pleased to provide the City of Carlsbad the following proposal to provide professional  traffic engineering services to support the Advanced Traffic Management System CIP project installation.  The scope of this task includes converting traffic signal timing plans for approximately 60 intersections  from existing 170 controllers to 2070 ATC controllers.  This proposal briefly describes the tasks and  estimates the effort necessary to provide the services.       Receiving – STC will take receipt of the controllers from the Contractor (Trafficware) and log and verify  the controller identification information.    Existing Timing – STC will obtain the current traffic signal timing from the City ATMS.  The timing will  be uploaded from the field and recorded to a flash drive.     Program Conversions – STC will convert the existing intersection controller signal program timing  sheet for each intersection from the current format to the new Trafficware  format.    The  new  controller timing will be pre‐loaded onto the controller and installed onto the new ATMS.now system.    Bench Test and Burn‐In – STC will test each controller in our Carlsbad office traffic signal lab. This  includes installing the controller on a fully loaded rack to simulate operation in the field. The controller  will be burned in with a simulator and interface device to verify that it is ready for operation in the  field.    Record – STC will print and record the tested timing sheets in preparation of field installations.     The fee estimate for this work is $40,000 and all work will be completed by April 1, 2019.  By signing below  and returning a copy of this letter, you will have authorized STC to proceed.  I appreciate the opportunity  to provide these important services to Carlsbad.  If you have any questions regarding the scope of work  or fee, please contact me.      Sincerely,  STC Traffic    Jason Stack, TE  Principal Manager Accepted by:  Signature  Print Name   Date  Appendix "A" PSA19-589CA - Task No. 3 DocuSign Envelope ID: B9A8878D-00E8-4BCE-A5E2-BDB5A3BCEA6D 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 PROJECT NO. 6062 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide engineering services in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," for the development of Traffic Signal Street Lighting and Citywide Street Lighting Replacement Contract Documents and Specifications, (the “Project"). The Project services shall include providing traffic engineering specifications to be used in the traffic signal safety and street lighting replacement CIP project contracts, Project No. 6062. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 forty (40) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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. Table 1, below, prepared by City, 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 Table 1. Additional task groups, not shown in Table 1 will be performed by the Contractor only upon authorization of the City 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 then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $9,975. DocuSign Envelope ID: 8049DDD5-3BAD-4DC8-AD0D-4206EC7DCC5C January 30, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT TASK GROUP TIME & MATERIALS Review existing Capitol Improvement Projects (CIP) - 6062 contract documents and specifications provided by the City (Senior Project Manager 9 hours @ 175/hour) $1,575 Provide supplemental and technical specifications for the Phase 1 contract (Senior Project Manager 20 hours @ 175/hour) $3,500 Develop specification for the remaining phases of the 6062 program (Senior Project Manager 28 hours @ 175/hour) $4,900 TOTAL (Not-to-Exceed) $9,975 CONTRACTOR STC Traffic, Inc. a California corporation STC Traffic, Inc., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice-President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Public Works Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 8049DDD5-3BAD-4DC8-AD0D-4206EC7DCC5C January 30, 2019 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA19-589CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 6070 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between STC TRAFFIC, INC., a California corporation, ("Contractor") and the CITY OF CARLSBAD, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Traffic Counts in accordance with the "Project Engineer’s Manual", 2001 edition, as published by the City's Engineering Department, City "Standards for Design & Construction of Public Works Improvements in the City of Carlsbad," and the proposal dated January 8, 2019, (“proposal”), attached as Appendix "A" for the On-Call Traffic Counts - 2019, (the “Project"). The Project services shall include traffic counts and data collection including multi-way stop analyses and speed zone re-certifications. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director 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 sixty (60) working days thereafter. Working days are defined in section 6-7.2 “Working Day” of the Standard Specifications for Public Works Construction (Green Book). Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master 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 City, 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 the City 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 the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $15,935. DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 January 22, 2019 PSA19-589CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT TRAFFIC COUNTS AND DATA COLLECTION TASK GROUP TIME & MATERIALS AM/PM Peak Period TMCs $2,800 24 Hr Approach Counts $2,950 24 Hr Mid-Block Counts $3,135 Multi-Way Stop Analyses Labor Costs $5,640 Speed Zone Re-Certifications Labor Costs $1,410 TOTAL (Not-to-Exceed) $15,935 CONTRACTOR STC TRAFFIC, a California corporation STC TRAFFIC, a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Nick Minicilli / Vice President Morna Stack / CFO (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. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Public Works Director APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 January 22, 2019 ^KWK&tKZ<͗DƵůƚŝͲtĂLJ^ƚŽƉŶĂůLJƐĞƐĂŶĚ^ƉĞĞĚŽŶĞZĞͲĞƌƚŝĨŝĐĂƚŝŽŶƐ ŝƚLJŽĨĂƌůƐďĂĚKŶͲĂůůdƌĂĨĨŝĐŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ  dĂƐŬϭ͘Ϭ DƵůƚŝͲtĂLJ^ƚŽƉŶĂůLJƐĞƐ  dŚĞŵƵůƚŝͲǁĂLJƐƚŽƉĂŶĂůLJƐĞƐǁŝůůďĞƉĞƌĨŽƌŵĞĚĂĐĐŽƌĚŝŶŐƚŽƚŚĞŵĞƚŚŽĚŽůŽŐLJĚĞƐĐƌŝďĞĚŝŶ^ĞĐƚŝŽŶϮ͘Ϭϳ;DƵůƚŝͲ tĂLJ^ƚŽƉƉƉůŝĐĂƚŝŽŶƐͿŝŶƚŚĞϮϬϭϰĂůŝĨŽƌŶŝĂDĂŶƵĂůŽŶhŶŝĨŽƌŵdƌĂĨĨŝĐĞǀŝĐĞƐ;ϮϬϭϰDhd͕ZĞǀϯͿ͘Ɛ ƌĞƋƵĞƐƚĞĚ͕ƚŚĞŵƵůƚŝͲǁĂLJƐƚŽƉĂŶĂůLJƐĞƐǁŝůůďĞƉĞƌĨŽƌŵĞĚĨŽƌƚŚĞĨŽůůŽǁŝŶŐϭϲŝŶƚĞƌƐĞĐƚŝŽŶƐƚŚĂƚĐƵƌƌĞŶƚůLJŚĂǀĞ ŽŶĞͲǁĂLJŽƌƚǁŽͲǁĂLJƐƚŽƉĐŽŶƚƌŽů;Kt^Žƌdt^Ϳ͗  ϭ͘ĂŵŝŶŽ^ĞƌďĂůĂƚWĂƐĞŽǀĞůůĂŶŽ Ϯ͘ŚĞƐƚŶƵƚǀĞŶƵĞĂƚŽŶŶĂƌŝǀĞͬŽŶŶĂŽƵƌƚ ϯ͘ŚĞƐƚŶƵƚǀĞŶƵĞĂƚtŽŽĚůĂŶĚtĂLJ ϰ͘ƐĨĞƌĂ^ƚƌĞĞƚĂƚĂďŽtĂLJͬĂƵƌƚ ϱ͘'ƌĂŶĚǀĞŶƵĞĂƚDĂĚŝƐŽŶ^ƚƌĞĞƚ ϲ͘WĂƐĞŽŶĐŚŽĂƚsŝĂ&Ğůŝnj ϳ͘dĂŵĂƌĂĐŬǀĞŶƵĞĂƚWĂůŝƐĂĚĞƐƌŝǀĞ ϴ͘dĂŵĂƌĂĐŬǀĞŶƵĞĂƚ^ŝŵƐďƵƌLJƚ ϵ͘dĂŵĂƌĂĐŬǀĞŶƵĞĂƚsĂůůĞLJ^ƚƌĞĞƚ ϭϬ͘dŽǁŶ'ĂƌĚĞŶZŽĂĚĂƚdŽƉŝĂƌLJ^ƚƌĞĞƚ ϭϭ͘yĂŶĂtĂLJĂƚsŝĂDĂƌŝƉŽƐĂ ϭϮ͘dŽďĞĚĞƚĞƌŵŝŶĞĚ ϭϯ͘dŽďĞĚĞƚĞƌŵŝŶĞĚ ϭϰ͘dŽďĞĚĞƚĞƌŵŝŶĞĚ ϭϱ͘dŽďĞĚĞƚĞƌŵŝŶĞĚ ϭϲ͘dŽďĞĚĞƚĞƌŵŝŶĞĚ  dĂƐŬϭ͘ϬŝŶĐůƵĚĞƐĐŽůůĞĐƚŝŶŐƚŚĞĨŽůůŽǁŝŶŐĚĂƚĂĨŽƌƚŚĞϭϲŝŶƚĞƌƐĞĐƚŝŽŶƐůŝƐƚĞĚ͗  xϮϰͲŚŽƵƌĂƉƉƌŽĂĐŚĐŽƵŶƚƐŽŶĂůůůĞŐƐŽĨƚŚĞŝŶƚĞƌƐĞĐƚŝŽŶƐ͖ĂŶĚ xDͬWDƉĞĂŬƉĞƌŝŽĚƚƵƌŶŝŶŐŵŽǀĞŵĞŶƚĐŽƵŶƚƐ͕ŝŶĐůƵĚŝŶŐǀĞŚŝĐůĞƐ͕ďŝĐLJĐůĞƐĂŶĚƉĞĚĞƐƚƌŝĂŶƐ  dŚĞϮϰͲŚŽƵƌĂƉƉƌŽĂĐŚĐŽƵŶƚƐĂŶĚDͬWDƉĞĂŬƉĞƌŝŽĚƚƵƌŶŝŶŐŵŽǀĞŵĞŶƚĐŽƵŶƚƐǁŝůůďĞĐŽůůĞĐƚĞĚŽŶĂƚLJƉŝĐĂů ǁĞĞŬĚĂLJ;dƵĞƐĚĂLJ͕tĞĚŶĞƐĚĂLJŽƌdŚƵƌƐĚĂLJͿ͘dŚŝƐƐĐŽƉĞŽĨǁŽƌŬŝŶĐůƵĚĞƐĐŽůůĞĐƚŝŶŐĂƚŽƚĂůŽĨĨŽƵƌ;ϰͿŚŽƵƌƐŽĨ DͬWDƉĞĂŬƉĞƌŝŽĚƚƵƌŶŝŶŐŵŽǀĞŵĞŶƚĐŽƵŶƚƐ;ϮŚŽƵƌƐĚƵƌŝŶŐDƉĞĂŬĂŶĚϮŚŽƵƌƐĚƵƌŝŶŐWDƉĞĂŬͿ͘dŚĞ DͬWDƚŝŵĞƉĞƌŝŽĚƐƚŽďĞĐŽůůĞĐƚĞĚǁŝůůďĞĚĞƚĞƌŵŝŶĞĚďLJƚŚĞϮϰͲŚŽƵƌĂƉƉƌŽĂĐŚĐŽƵŶƚƐ͕ƵŶůĞƐƐƐƉĞĐŝĨŝĞĚďLJ ŝƚLJŽĨĂƌůƐďĂĚƐƚĂĨĨ͘dŚĞƐĐŚĞĚƵůĞŽĨĐŽƵŶƚƐǁŝůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚLJƉƌŝŽƌƚŽƐƚĂƌƚŽĨǁŽƌŬ͘  dŚĞĐŽƵŶƚĚĂƚĂĐŽůůĞĐƚĞĚĨŽƌƚŚĞϭϲŝŶƚĞƌƐĞĐƚŝŽŶƐǁŝůůďĞƵƐĞĚƚŽĐŽŶĚƵĐƚƚŚĞŵƵůƚŝͲǁĂLJƐƚŽƉĂƉƉůŝĐĂƚŝŽŶĂŶĂůLJƐŝƐ ƉĞƌ^ĞĐƚŝŽŶϮ͘ϬϳŽĨƚŚĞϮϬϭϰDhd͕ƐƉĞĐŝĨŝĐĂůůLJƌŝƚĞƌŝŽŶĂŶĚƌŝƚĞƌŝŽŶ͘  dŚĞĨŝŶĚŝŶŐƐŽĨƚŚĞŵƵůƚŝͲǁĂLJƐƚŽƉĂŶĂůLJƐĞƐǁŝůůďĞƉƌĞƐĞŶƚĞĚŝŶĂƚĞĐŚŶŝĐĂůŵĞŵŽƌĂŶĚƵŵĂĚĚƌĞƐƐĞĚƚŽŝƚLJŽĨ ĂƌůƐďĂĚdƌĂĨĨŝĐŶŐŝŶĞĞƌŝŶŐĚŝǀŝƐŝŽŶ͘ůůƚƌĂĨĨŝĐĐŽƵŶƚĚĂƚĂĂŶĚƌĞůĞǀĂŶƚƐƉĞĞĚŝŶĨŽƌŵĂƚŝŽŶǁŝůůďĞĂƚƚĂĐŚĞĚĂƐ ĂŶĂƉƉĞŶĚŝdžƚŽƚŚĞƚĞĐŚŶŝĐĂůŵĞŵŽƌĂŶĚƵŵ͘     /Birchwood Cir PSA19-589CA Appendix "A" 3 DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 dĂƐŬϮ͘Ϭ ^ƉĞĞĚŽŶĞZĞͲĐĞƌƚŝĨŝĐĂƚŝŽŶƐ  dĂƐŬϮ͘ϬĐŽŶƐŝƐƚƐŽĨĐŽůůĞĐƚŝŶŐϮϰͲŚŽƵƌŵĂĐŚŝŶĞĐŽƵŶƚƐĂƐƐƵƉƉŽƌƚŝŶŐĚĂƚĂĨŽƌƐƉĞĞĚnjŽŶĞƌĞͲĐĞƌƚŝĨŝĐĂƚŝŽŶƐĂƚ ƚŚĞĨŽůůŽǁŝŶŐϱϳŵŝĚͲďůŽĐŬƌŽĂĚǁĂLJƐĞŐŵĞŶƚƐ͗  ϭ͘ůŐĂZŽĂĚʹůĂŵŝŶŽZĞĂůƚŽƐƚƌĞůůĂĚĞDĂƌZŽĂĚ Ϯ͘ůŐĂZŽĂĚͲyĂŶĂtĂLJƚŽDĞůƌŽƐĞƌŝǀĞ ϯ͘ǀĞŶŝĚĂŶĐŝŶĂƐʹZĂŝŶƚƌĞĞƌŝǀĞƚŽWŽŝŶƐĞƚƚŝĂ>ĂŶĞ ϰ͘ǀĞŶŝĚĂŶĐŝŶĂƐĚŝƌĞĐƚůLJƐͬŽWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ ϱ͘ĂƚŝƋƵŝƚŽƐƌŝǀĞʹǀŝĂƌĂƌŝǀĞƚŽ<ŝŶŐĨŝƐŚĞƌ>ĂŶĞ ϲ͘ĂƚŝƋƵŝƚŽƐƌŝǀĞʹĂŵŝŶŽĚĞůĂƐKŶĚĂƐƚŽ,ĂǁƚŚŽƌŶĞǀĞŶƵĞ ϳ͘ĂƚŝƋƵŝƚŽƐƌŝǀĞʹ,ƵŵŵŝŶŐďŝƌĚƌŝǀĞƚŽǀŝĂƌĂWĂƌŬǁĂLJ ϴ͘ĂƚŝƋƵŝƚŽƐƌŝǀĞʹWĞĂĐŚdƌĞĞZŽĂĚƚŽWŽŝŶƐĞƚƚŝĂ>ĂŶĞ ϵ͘ĂŵŝŶŽĚĞůĂƐKŶĚĂƐͲWĂƐĞŽĚĞůEŽƌƚĞƚŽ^ĞĂƐĐĂƉĞƌŝǀĞ ϭϬ͘ĂŵŝŶŽĚĞůĂƐKŶĚĂƐͲ>ĞŵŽŶ>ĞĂĨƌŝǀĞƚŽǀŝĂƌĂWĂƌŬǁĂLJ ϭϭ͘ĂŵŝŶŽĚĞůŽƐŽĐŚĞƐʹZĂŶĐŚŽ^ĂŶƚĂ&ĞZŽĂĚƚŽĂŵŝŶŽĚĞůŽƐŽĐŚĞƐ ϭϮ͘ĂŵŝŶŽĚĞůŽƐŽĐŚĞƐʹsŝĂĂůĞŶĚŽƚŽ>ĂŽƐƚĂǀĞŶƵĞ ϭϯ͘ĂŵŝŶŽ,ŝůůƐƌŝǀĞͲ:ĂĐŬƐƉĂƌƌŝǀĞƚŽƌŽǁŶŝŶŐZŽĂĚ ϭϰ͘ĂŵŝŶŽ,ŝůůƐƌŝǀĞͲDŝůƚŽŶZŽĂĚƚŽ:ĂĐŬƐƉĂƌƌŝǀĞ ϭϱ͘ĂƌůƐďĂĚŽƵůĞǀĂƌĚͲĞĞĐŚǀĞŶƵĞƚŽŚƌŝƐƚŝĂŶƐĞŶtĂLJ ϭϲ͘ĂƌůƐďĂĚŽƵůĞǀĂƌĚͲKĂŬǀĞŶƵĞƚŽWŝŶĞǀĞŶƵĞ ϭϳ͘ĂƌůƐďĂĚsŝůůĂŐĞƌŝǀĞͲ^ƚĂƚĞ^ƚƌĞĞƚƚŽZŽŽƐĞǀĞůƚ^ƚƌĞĞƚ ϭϴ͘ĂƌůƐďĂĚsŝůůĂŐĞƌŝǀĞͲ,ĂƌĚŝŶŐ^ƚƌĞĞƚƚŽ/Ͳϱ^ƌĂŵƉƐ ϭϵ͘ĂƐƐŝĂZŽĂĚͲEŝĐŽůŝĂƌŝǀĞƚŽůĂŵŝŶŽZĞĂů ϮϬ͘ĂƐƐŝĂZŽĂĚͲWŽŝŶƐĞƚƚŝĂ>ĂŶĞƚŽ<ĂůŵŝĂŝƌĐůĞ;tĞƐƚͿ Ϯϭ͘ŚĞƐƚŶƵƚǀĞŶƵĞͲĞůŝŶĚĂƌŝǀĞƚŽůĂŵŝŶŽZĞĂů ϮϮ͘ŚĞƐƚŶƵƚǀĞŶƵĞͲ,ŝŐŚůĂŶĚƌŝǀĞƚŽsĂůůĞLJ^ƚƌĞĞƚ Ϯϯ͘ŽƌƚĞĚĞůĂsŝƐƚĂͲůŝĐĂŶƚĞZŽĂĚͬů&ƵĞƌƚĞ^ƚƌĞĞƚƚŽdŽƌƌLJŽƵƌƚ;tͿ Ϯϰ͘ůĂŵŝŶŽZĞĂůͲĂŵŝŶŽǀŝĚĂZŽďůĞƚŽĂƐƐŝĂZŽĂĚ Ϯϱ͘ůĂŵŝŶŽZĞĂůͲŽǀĞ>ĂŶĞƚŽůŐĂZŽĂĚͬǀŝĂƌĂWĂƌŬǁĂLJ Ϯϲ͘ůĂŵŝŶŽZĞĂůͲ,ĂLJŵĂƌƌŝǀĞƚŽWůĂnjĂƌŝǀĞ Ϯϳ͘ůĂŵŝŶŽZĞĂůͲDĂƌƌŽŶZŽĂĚƚŽ,ŽƐƉtĂLJ Ϯϴ͘'ƌĂŶĚǀĞŶƵĞͲĂƌůƐďĂĚŽƵůĞǀĂƌĚƚŽtĂƐŚŝŶŐƚŽŶ^ƚƌĞĞƚ Ϯϵ͘'ƌĂŶĚǀĞŶƵĞͲDĂĚŝƐŽŶ^ƚƌĞĞƚƚŽ:ĞĨĨĞƌƐŽŶ^ƚƌĞĞƚ ϯϬ͘,ŝĚĚĞŶsĂůůĞLJZŽĂĚͲWůƵŵdƌĞĞZŽĂĚƚŽĞĂĐŽŶĂLJƌŝǀĞ ϯϭ͘,ŝĚĚĞŶsĂůůĞLJZŽĂĚĚŝƌĞĐƚůLJƐŽƵƚŚŽĨWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ ϯϮ͘:ĂĐŬƐƉĂƌƌŝǀĞͲ>ŽŶŐĨĞůůŽǁƌŝǀĞƚŽĂŵŝŶŽ,ŝůůƐƌŝǀĞ ϯϯ͘:ĞĨĨĞƌƐŽŶ^ƚƌĞĞƚͲ>ĂƐ&ůŽƌĞƐƌŝǀĞƚŽƵĞŶĂsŝƐƚĂtĂLJ ϯϰ͘:ĞĨĨĞƌƐŽŶ^ƚƌĞĞƚͲDĂƌƌŽŶZŽĂĚƚŽ/ͲϱKǀĞƌƉĂƐƐ ϯϱ͘>ĂŽƐƚĂǀĞŶƵĞͲƐĨĞƌĂ^ƚƌĞĞƚƚŽĞŚĞƐĂŽƵƌƚ ϯϲ͘>ĂŽƐƚĂǀĞŶƵĞͲ&ĂŝƌǁĂLJ>ĂŶĞƚŽEƵĞǀĂĂƐƚŝůůĂtĂLJ ϯϳ͘>ŽŬĞƌǀĞŶƵĞĂƐƚͲŝƌĞĐƚůLJĞͬŽů&ƵĞƌƚĞ^ƚƌĞĞƚ ϯϴ͘>ŽŬĞƌǀĞŶƵĞĂƐƚͲŝƌĞĐƚůLJŶͬŽWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ ϯϵ͘>ŽŬĞƌǀĞŶƵĞtĞƐƚͲŝƌĞĐƚůLJŶͬŽWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ ϰϬ͘>ŽŬĞƌǀĞŶƵĞtĞƐƚͲŝƌĞĐƚůLJǁͬŽů&ƵĞƌƚĞ^ƚƌĞĞƚ ϰϭ͘WĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚͲůĂŵŝŶŽZĞĂůƚŽ>ŽŬĞƌǀĞŶƵĞtĞƐƚͬ/ŶŶŽǀĂƚŝŽŶtĂLJ ϰϮ͘WĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚͲWĂƐĞŽsĂůŝŶĚŽͬĂŐůĞƌŝǀĞƚŽĂƐƚŝƚLJ>ŝŵŝƚ PSA19-589CA Appendix "A" 4 DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 ϰϯ͘WĂƐĞŽĐĂŵƉŽͲWĂƐĞŽ,ĞƌŵŽƐĂƚŽZĂŶĐŚŽƌĂǀĂĚŽ ϰϰ͘WĂƐĞŽĚĞůEŽƌƚĞͲĂŶŶŽŶZŽĂĚƚŽƵŶͲŶĂŵĞĚƉƌŝǀĂƚĞƐƚƌĞĞƚ;ůůͲtĂLJ^ƚŽƉͿ ϰϱ͘WĂƐĞŽĚĞůEŽƌƚĞͲ,ĂƌďŽƌWŽŝŶƚĞZŽĂĚͬ'ŝŶŐĞƌǀĞŶƵĞƚŽWŽŝŶƐĞƚƚŝĂ>ĂŶĞ ϰϲ͘WĂƐĞŽĚĞůEŽƌƚĞͲƐͬŽWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ ϰϳ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲǀŝĂƌĂWĂƌŬǁĂLJƚŽƌŝŐĂŶƚŝŶĞƌŝǀĞ ϰϴ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲůĂĐŬZĂŝůZŽĂĚƚŽŵďƌŽƐŝĂ>ĂŶĞ ϰϵ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲĂƌůƐďĂĚŽƵůĞǀĂƌĚƚŽǀĞŶŝĚĂŶĐŝŶĂƐ ϱϬ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲƌLJƐƚĂůůŝŶĞƌŝǀĞƚŽǀŝĂƌĂWĂƌŬǁĂLJ ϱϭ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲWĂƐĞŽĚĞůEŽƌƚĞͬ>ŽǁĚĞƌ>ĂŶĞƚŽĂƚŝƋƵŝƚŽƐƌŝǀĞ ϱϮ͘WŽŝŶƐĞƚƚŝĂ>ĂŶĞͲWĂƐĞŽĚĞůEŽƌƚĞͬ>ŽǁĚĞƌ>ĂŶĞƚŽ/ͲϱEŽƌƚŚďŽƵŶĚƌĂŵƉƐ ϱϯ͘ZĂŶĐŚŽ^ĂŶƚĂ&ĞZŽĂĚͲĂůůĞĂƌĐĞůŽŶĂƚŽĂŵŝŶŽůǀĂƌŽ ϱϰ͘ZĂŶĐŚŽ^ĂŶƚĂ&ĞZŽĂĚͲ>ĂŽƐƚĂǀĞŶƵĞƚŽĂŵŝŶŽĚĞůŽƐŽĐŚĞƐ ϱϱ͘dĂŵĂƌĂĐŬǀĞŶƵĞͲĂLJƌŝǀĞƚŽŽůůĞŐĞŽƵůĞǀĂƌĚ ϱϲ͘dĂŵĂƌĂĐŬǀĞŶƵĞͲ,ĂƌǁŝĐŚƌŝǀĞƚŽZŽĐŬZŝĚŐĞZŽĂĚ ϱϳ͘dŚĞƌŽƐƐŝŶŐƐƌŝǀĞͲEŽƌƚŚŽĨWĂůŽŵĂƌŝƌƉŽƌƚZŽĂĚ  dŚĞϮϰͲŚŽƵƌŵŝĚͲďůŽĐŬĐŽƵŶƚƐǁŝůůďĞĐŽůůĞĐƚĞĚŽŶĂƚLJƉŝĐĂůǁĞĞŬĚĂLJ;dƵĞƐĚĂLJ͕tĞĚŶĞƐĚĂLJŽƌdŚƵƌƐĚĂLJͿ͘dŚĞ ƐĐŚĞĚƵůĞŽĨĐŽƵŶƚƐǁŝůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚLJƉƌŝŽƌƚŽƐƚĂƌƚŽĨǁŽƌŬ͘dŚĞϮϰͲŚŽƵƌƚƌĂĨĨŝĐĚĂƚĂǁŝůůďĞ ƐƵŵŵĂƌŝnjĞĚŝŶĂƚĂďůĞƚŚĂƚǁŝůůĂůƐŽŝŶĐůƵĚĞƌŽĂĚǁĂLJĐůĂƐƐŝĨŝĐĂƚŝŽŶƐ͕ŶƵŵďĞƌŽĨƚƌĂǀĞůůĂŶĞƐ͕ĂŶĚƚŚĞĐƵƌƌĞŶƚ ƉŽƐƚĞĚƐƉĞĞĚůŝŵŝƚƐĨŽƌĞĂĐŚŽĨƚŚĞƌŽĂĚǁĂLJƐĞŐŵĞŶƚƐ͘ PSA19-589CA Appendix "A" 5 DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 &WZKWK^>  WƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐ;^d^ƚĂĨĨ>ĂďŽƌŽƐƚƐͿ dĂƐŬϭ͘ϬсΨϱ͕ϲϰϬ dĂƐŬϮ͘ϬсΨϭ͕ϰϭϬ dŽƚĂůWƌŽĨĞƐƐŝŽŶĂů^ĞƌǀŝĐĞƐŽƐƚƐсΨϳ͕ϬϱϬ  ŝƌĞĐƚŽƐƚƐ;ŽƵŶƚĂƚĂŽůůĞĐƚŝŽŶŽƐƚƐͿ dĂƐŬϭ͘ϬсΨΨϱ͕ϳϱϬ dĂƐŬϮ͘ϬсΨΨϯ͕ϭϯϱ dŽƚĂůŝƌĞĐƚŽƐƚƐсΨϴ͕ϴϴϱ  dKd>&сΨϭϱ͕ϵϯϱ   ^hDDZzK&dK>>d/KEWZ>Kd/KEK^d^;ϭͿ ĂƚĂŽůůĞĐƚŝŽŶ dLJƉĞ ĂƚĂŽůůĞĐƚŝŽŶ DĞƚŚŽĚŽƐƚWĞƌ>ŽĐĂƚŝŽŶ EƵŵďĞƌ ŽĨ >ŽĐĂƚŝŽŶƐ dŽƚĂů&ĞĞ WĞƌĂƚĂ ŽůůĞĐƚŝŽŶdLJƉĞ DͬWDWĞĂŬ WĞƌŝŽĚdDƐ DĂŶƵĂů ;ƉĞƌƐŽŶĐŽƵŶƚĞƌͿ ΨϭϳϱƉĞƌŝŶƚĞƌƐĞĐƚŝŽŶ ;ϰŚŽƵƌƐŽĨĐŽƵŶƚƐͿϭϲ ΨϮ͕ϴϬϬ ;ŝŶĐůƵĚĞĚǁŝƚŚŝŶdĂƐŬϭ͘Ϭ ŝƌĞĐƚŽƐƚƐͿ ϮϰͲ,ŽƵƌƉƉƌŽĂĐŚ ŽƵŶƚƐdƵďĞͬDĂĐŚŝŶĞΨϱϬƉĞƌŝŶƚĞƌƐĞĐƚŝŽŶůĞŐ ;ϭϲŝŶƚĞƌƐĞĐƚŝŽŶƐƚŽƚĂůͿϱϵ;ϮͿ ΨϮ͕ϵϱϬ ;ŝŶĐůƵĚĞĚǁŝƚŚŝŶdĂƐŬϭ͘Ϭ ŝƌĞĐƚŽƐƚƐͿ ϮϰͲŚŽƵƌDŝĚͲůŽĐŬ ŽƵŶƚƐdƵďĞͬDĂĐŚŝŶĞΨϱϱƉĞƌŵŝĚͲďůŽĐŬ ƐĞŐŵĞŶƚϱϳ Ψϯ͕ϭϯϱ ;ŝŶĐůƵĚĞĚǁŝƚŚŝŶdĂƐŬϮ͘Ϭ ŝƌĞĐƚŽƐƚƐͿ dDсdƵƌŶŝŶŐDŽǀĞŵĞŶƚŽƵŶƚ ;ϭͿdŚŝƐƚĂďůĞŽŶůLJƐƵŵŵĂƌŝnjĞƐƚŚĞĚĂƚĂĐŽůůĞĐƚŝŽŶĐŽƐƚƐƉĞƌůŽĐĂƚŝŽŶ͘dŚĞ^dƐƚĂĨĨůĂďŽƌĐŽƐƚƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚŚĞŵƵůƚŝͲǁĂLJƐƚŽƉ ĂŶĂůLJƐŝƐĂŶĚŽƚŚĞƌƚĂƐŬƐĚĞƐĐƌŝďĞĚŝŶƚŚŝƐƐĐŽƉĞŽĨǁŽƌŬĂƌĞŶŽƚŝŶĐůƵĚĞĚŝŶƚŚŝƐƚĂďůĞ͘ ;ϮͿKƵƚŽĨƚŚĞϭϲƐƚƵĚLJŝŶƚĞƌƐĞĐƚŝŽŶƐ͕ĨŽƵƌŝŶƚĞƌƐĞĐƚŝŽŶƐĂƌĞ͞d͟ŝŶƚĞƌƐĞĐƚŝŽŶƐǁŝƚŚŽŶůLJƚŚƌĞĞĂƉƉƌŽĂĐŚĞƐͬůĞŐƐ͕ĂŶĚƚŚĞŽƚŚĞƌƐĞǀĞŶ ŝŶƚĞƌƐĞĐƚŝŽŶƐŚĂǀĞĨŽƵƌĂƉƉƌŽĂĐŚĞƐͬůĞŐƐ͘dŚĞƌĞŵĂŝŶŝŶŐŝŶƚĞƌƐĞĐƚŝŽŶƐĂƌĞƚŽďĞĚĞƚĞƌŵŝŶĞĚďLJŝƚLJƐƚĂĨĨ͘  PSA19-589CA Appendix "A" 6 DocuSign Envelope ID: 3062F3EB-BDC1-45A0-B274-D34675FDB718 01/03/2019 Matsen Insurance Brokers, Inc. 3101 Concorde Drive, Suite B McKinleyville CA 95519 Jacqueline Byrne (707) 444-9292 (707) 444-9529 jackie@matsen.com STC Traffic, Inc. 5865 Avenida Encinas, Suite 142-B Carlsbad CA 92008 Atain Specialty Ins. Nationwide Mutual 23787 Evanston Insurance Co. Hartford Fire Group 00914 Lloyds of London CL191307998 A Y CIP351747 01/01/2019 01/01/2020 2,000,000 100,000 5,000 2,000,000 4,000,000 2,000,000 B ACPBA3016931702 01/01/2019 01/01/2020 1,000,000 C XOBW7952219 01/01/2019 01/01/2020 6,000,000 6,000,000 D Y 57WECGI9278 01/01/2019 01/01/2020 1,000,000 1,000,000 1,000,000 E Professional Liability - Claims Made Basis 1114251 01/01/2019 01/01/2020 Aggregate Limit $3,000,000 Per a Claim $2,000,000 Agreement #: TRAN1246 The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage isprimary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 510 Percentage=100% Pseudonym: KLN - Tokio Marine Kiln City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 - ECM #35050 New York NY 10163 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or O rganization(s): Location(s) of Covered Operations ,NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part. by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated topay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1)All work, including materials, parts or equipment furnished in connection with suchwork, on the project (other than service, maintenance or repairs) to be performed by oron behalf of the additional insured (s) at the location of the covered operations has been completed; or (2)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP351747 Named Insured: STC TRAFFIC. INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP351747 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Information reauired to comolete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page1of1 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050 New York NY 10163 EN DO RSEM ENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4.Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event of a claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excessand non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS AND CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP351747 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 0013970712 Includes copyrighted mate rial of Insurance Services Office, Inc. with its permission Copy rig ht, Insurance Services Office, Inc. 1994 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/22/18 Policy Expiration Date:01/01/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC GI9278 Endorsement Number: Effective Date:01/01/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STC TRAFFIC, INC. 5865 AVENIDA ENCINAS STE 142 B CARLSBADCA 92008 We havetheright to recover our payments from anyone liablefor an injury covered by this policy.Wewill not enforceour right against the person or organization named intheSchedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintainpayroll records accurately segregating the remuneration of your employeeswhile engaged inthework described in the Schedule. The additional premium for this endorsement shall be 2 %oftheCalifornia workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us PSA 19-589CA MASTER AGREEMENT FOR TRAFFIC ENGINEERING SERVICES STC TRAFFIC, INC. THIS AGRl;EMENJ is made and entered into as of the :J 2tt'1 day of \>.]rirQIY\~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and STC Traffic, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in traffic engineering 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 traffic engineering. D. Contractor has submitted a proposal to the City 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, the City and Contractor agree as follows: 1. SCOPE OF WORK The City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 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 City 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, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (1 O) days after receipt of notification to proceed by the City 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 City Manager or the Division Director as authorized by the City Manager ("Director''). The City Manager or Director 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 the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 PSA 19-589CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand ($300,000) dollars 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, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the City, the City Manager or Director, 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 the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, the City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and the City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by the City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version 6/12/18 2 PSA 19-589CA The parties expressly agree that any payment, attorney's fee, costs or expense the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. The City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 6/12/18 3 PSA 19-589CA 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 the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. The City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of the City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to the City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-589CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Jason Stack Title Senior Principal Manager 5865 Avenida Encinas Address Suite142-B Carlsbad, CA 92008 Phone No. 714-315-4640 Email jason. stack@stctraffic.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[K] 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 the City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained City Attorney Approved Version 6/12/18 5 PSA 19-589CA is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide ·employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to the City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to the City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If the City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 PSA 19-589CA 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 the City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of the City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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 City Attorney Approved Version 6/12/18 7 PSA 19-589CA 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 STC Traffic, Inc., a California corporation B~~- (sign here) N,'!10/tlf, /11;11,6//; 1/,a A1s,de11.f (print name/title) (sign here) I V/,rr1~ ,~+ae ~, t fo (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by the City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ~-()1--'-"'AA_..........,~-=---+----.01) ~ D~'Attorney City Attorney Approved Version 6/12/18 8 "see attached certificate'~ c I r 7 t7 r L/1-;l ~ ..r ~//1 IJ M /4J1 e-;t 11 G=/f ~tAe,,v,r ?'71'{__ r~/.1-r r,-) ~~ CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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 San Diego On __ O_C_T_l_9_2_0_18 __ hefore me, Walter E. Pueschel, a Notary Public , J..,. I I ~ personally appeared_.,_f('.--"---'-I_C>-<....o___._c""-<A-:""1.-..::..J'_--'/'---"" t_l____._Al..,_,1._' .....,<..:.:: .... ".....,/'-' .... L"--C--'-/ _ ___._p--_,"--'v'--/) ____ _ who proved to me on the basis of satisfactory evidence to he the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hetshe/t,fu executed the same in ~r/their authorized capacity(ies) and that by h:i.iiher/t.!lfilr signature(s) on the instrumentthe person(s) , or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and seal. Signature: _ _.,,.,.~~-----------"----- 7 Signature of Notary Public Place Notary Seal Above PSA 19-589CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of traffic engineering related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Traffic Calming Studies and Implementation B. Traffic Signal Design C. Traffic Impact Study Preparation and Review D. Environmental Impact Report/Review. As it relates to transportation engineering projects Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 Master Agreement Consultant RFQ 18-05 · Fee Schedule Project Designation Name Senior Principal Manager Jason Stack, TE, PTOE Principal Manager Senior Project Manager Nick Minicilli, PE, TE Senior Project Technical Specialist Adam Lemberg, IMSA Ill Project Manager Henry Trang, PE, TE Construction Manager Kevin Stone Project Technical Specialist Paul Pace Senior Project Engineer Joe Donaldson Senior Project Planner Balaji Shivaji Construction Engineer/Inspector Chris Comes, IMSA II Project Engineer Brett Hansen Project Engineer Alain Hungerford Project Engineer Christian Lambarth, PE Project Planner Associate Engineer Ashley Adamos, EIT Associate Engineer Joseph Walters, IMSA I Associate Planner Courtney Armusewicz Assistant Engineer Ian Barr, EIT Assistant Engineer Ivan Gonzalez Assistant Engineer Gianluca Pesaresi, EIT Assistant Engineer Brandon Schlueter, EIT Assistant Planner Engineering Intern Note: The Fee Schedule is effective through December 31, 2018. STC Traffic is a local business and there are no direct costs for mileage. Hourly Rate $210 $195 $175 $170 $160 $150 $150 $145 $135 $135 $130 $130 $130 $120 $115 $115 $105 $100 $100 $100 $100 $90 $60 {city of Carlsbad PSA 19-589CA Outsourced reimbursable expenses such as printing and reproductions, deliveries, and overnight services, computerized plotting, materials, shipping, postage, etc., will be charged to the client at the consultants cost without mark-up. 10 Master Agreement Consultant~ RFQ 18-05 ; ,,o" ';i CIRCULATE !!'_o . • .. ·,. · {Subconsultant) Fee Schedule Project Designation Name Programs Manager Catherine Thibault Planner Juan Ramirez Planner Daniela Trujillo Expenses Description Cost Mileage $0.545 / mile Copy Services $X.25 / page Circulate San Diego 1111 Sixth Avenue, Suite 402 I San Diego, CA 92101 P: 619.544.9255 F: 619.531.9255 www.circulatesd.org 11 Hourly Rate $125 $100 $100 % Markup n/a n/a {city of Carlsbad PSA 19-589CA ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/0D/YYYY) L---08/30/2018 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER 2~~i~CT Jacqueline Byrne Matsen Insurance Brokers, Inc. ;A~gNJo Extl: (707)444-9292 I r..e~. Nol: (707)444-9529 3101 Concorde Drive, Suite B E-MAIL jackie@matsen.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# McKinleyville CA 95519 INSURER A: Atain Specialty Ins. INSURED INSURER B: Nationwide Mutual 23787 STC Traffic, Inc. INSURERC: Evanston Insurance Co. 5865Avenida Encinas, Suite 142-B INSURER D: Hartford Insurance Company of the Midwest 37478 INSURER E: Lloyds of London Carlsbad CA 92008 INSURER F: COVERAGES CERTIFICATE NUMBER: CL181907671 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 POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER IMM/DD/YYYY\ IMM/DD/YYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE [8] OCCUR Uf"\IVlf"\\.:::11;:: IUn.i::.1,,jlt:.U PREMISES /Ea occurrence\ $ 100,000 - MED EXP (Any one person) $ 5,000 -A y CIP329651 01/01/2018 01/01/2019 PERSONAL &ADV INJURY $ 2,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ POLICY • ffi?r • LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) x ANY AUTO BODILY INJURY (Per person) $ OWNED -SCHEDULED B AUTOS ONLY AUTOS ACPBA3006931702 01/01/2018 01/01/2019 BODILY INJURY (Per accident) $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accidentl $ --Surcharges $ ~ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 6,000,000 C EXCESS LIAB CLAIMS-MADE XOBW7454118 01/01/2018 01/01/2019 AGGREGATE $ 6,000,000 OED I I RETENTION $ $ WORKERS COMPENSATION XI PER I I OTH- AND EMPLOYERS" LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE • 57WECGl9278 01/01/2018 01/01/2019 E.L. EACH ACCIDENT $ 1,000,000 D OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ E Professional Liability 501730 01/01/2018 01/01/2019 Aggregate Limit $3,000,000 -Claims Made Basis Pera Claim $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Agreement#: PSA19-540TRAN, Agreement Name: Cadencia Street Traffic Calming The City of Carlsbad/CMWD its officials, employees and volunteers are included as additional insured per the attached form AF000859. This coverage is primary and waiver of subrogation applies per the attached form AF0013970712 30 Days notice of cancellation Lloyd's Syndicate for 6/9/15 to 6/9/16: 51 o Percentage=100% Pseudonym: KLN -Tokio Marine Kiln CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163 )'A)L,+;; I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) Or Organ ization(s): Location(s) of Covered Operations !A.NY PERSON OR ORGANIZATION AS LOCATION AS REQUIRED BY WRITTEN REQUIRED BY WRITTEN CONTRACT WITH THE CONTRACT NSURED A. SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such a person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured (s) at the location(s) designated above. A persons or organizations status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the "additional insured(s)" are obligated to pay damages by reason of the assumption of liability in a contract or agreement Finished Operations or Work "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of Additional Insured "Bodily injury" or "property damage" directly caused by or resulting from the negligence of the "additional insured(s)". ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED This endorsement is effective on the inception date of the policy unless otherwise stated below. (The information below is required only when this endorsement is issued subsequent to preparation of the policy). Policy Number: CIP329651 Named Insured: STC TRAFFIC, INC. Endorsement Effective date: AF 000 859 07/2012 Included copyrighted material of ISO Properties, INC. with its permission Page 1 of1 POLICY NUMBER: CIP329651 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE City of Carlsbad /CM WO Information required to complete this Schedule if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 Insurance Services Office, Inc., 2008 Page 1 of 1 ENDORSEMENT This Endorsement Changes the Policy -Please Read it Carefully PRIMARY AND NON-CONTRIBUTING INSURANCE (Third-Party's Sole Negligence) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/ COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD LIABILITY COVERAGE PART BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section IV -Commercial General Liability Conditions, Paragraph 4: Section IV: Commercial General Liability Conditions 4. Other Insurance: d. Notwithstanding the provisions of sub-paragraphs a, b, and c of this paragraph 4, with respect to the Third Party shown below, it is understood and agreed that in the event ofa claim or "suit" arising out of the Named lnsured's sole negligence, this insurance shall be primary and any other insurance maintained by the additional insured named as the Third Party below shall be excess and non-contributory. The Third Party to whom this endorsement applies is: ANY PERSON OR ORGANIZATION WITH WHOM THE INSURED HAS AGREED BY WRITTEN CONTRACT TO PERFORM SERVICES AND PRIOR TO ANY LOSS THAT ARE WITHIN THE TERMS ANO CONDITIONS OF THIS POLICY TO WHICH THIS FORM IS ATTACHED Absence of a specifically named Third Party above means that the provisions of this endorsement apply "as required by written contractual agreement with any Third Party for whom you are performing work." All other terms and conditions of this policy remain unchanged. This endorsement is effective on the inception date of the policy unless otherwise stated herein. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy Number: CIP329651 Named Insured: STC TRAFFIC, INC. Endorsement Effective Date: Endorsement Serial No. AF 001 397 0712 lnclud es copyrighted ma teria I of lnsura nee Services Office, Inc. with its permission Copyright, Insurance Services Office, lnc.1994