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HomeMy WebLinkAboutCarollo Engineers Inc; 2021-11-30; PSA22-1633CADocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1-1 E4824940061 MASTER AGREEMENT FOR FINANCIAL SERVICES CAROLLO ENGINEERS, INC. (Attachment V) PSA22-1633CA THIS AGREEMENT is made and entered into as of the ______ day of ________ , 2021, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and Carollo Engineers, Inc., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A.City requires the professional services of a consulting firm that is experienced in financial services. 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 financial services. D.Contractor has submitted a proposal to City under Request for Qualifications (RFQ) No. 21-1449CA and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference 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 PERFORMANCEWhile 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 whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of three (3) years from December 1, 2021,through November 30, 2024. The City Manager may amend the Agreement to extend it for one( 1)additional one ( 1) year periods or parts thereof. Extensions will be based upon a satisfactoryreview of Contractor's performance, City needs, and appropriation of funds by the City Council.The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.PROGRESS AND COMPLETIONThe work for any project granted to Contractor pursuant to this Agreement will begin within ten(10)days after receipt of notification to proceed by City and be completed within the time specifiedin the Task Description for the project (see paragraph 5 below). Extensions of time for a specificTask Description may be granted if requested by Contractor and agreed to in writing by the City 1 of 10 30th November • DocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1 -1E4824940061 PSA22 -1633CA 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 City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed two hundred thousand dollars ($200,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for 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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 2 of 10 DocuSign Envelope ID: 9F1FF9A3-75FE-48FF-A5C 1-1 E4824940061 PSA22-1633CA 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 willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense 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-:VI I"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability {CG L) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 3 of 10 DocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1-1E4824940061 PSA22-1633CA 10.1.4 Professional Liability. Errors and omIssIons liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 of 10 DocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1-1 E4824940061 PSA22-1633CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice O( to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Eleida Felix Yackel Name Alexander Bugbee Title Senior Contract Administrator Title Project Manager/ Associate Dept Public Works Address 5355 Mira Sorrento Place, Suite 270 CITY OF CARLSBAD San Diego, CA 92121 Address 1635 Faraday Avenue Phone 858-505-1020 or 703-341-1112 Carlsbad, CA 92008 Mobile 484-54 7 -6040 Phone 760-602-2767 Email abugbee@carollo.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[8] 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory 5 of 10 DocuSign Envelope ID: 9F1FF9A3-75FE-48FF-A5C 1-1 E4824940061 PSA22-1633CA to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written ndtice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS 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. 6 of 10 DocuSign Envelope ID: 9F1FF9A3-75FE-48FF-A5C1-1 E4824940061 PSA22-1633CA 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 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. /II /II Ill /II /II /II Ill Ill /II /II /II /II /II 7 of 10 DocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1-1 E4824940061 PSA22-1633CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of financial services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Assessment Apportionments B. Economic Analysis C. Feasibility Studies D. Grant Writing E. Grant ReimbursemenUSubmission Support F. Rate Studies/Cost of Service/Connection Fees/Other Fees G. Reimbursement Payment Request Audits H. Special District Formation Studies / Engineering Reports Requests for work not listed above must be contracted under separate agreement. 9 of 10 DocuSign Envelope ID: 9F1 FF9A3-75FE-48FF-A5C1-1 E4824940061 PSA22-1633CA Carollo Engineers, Inc., Financial Management Group 2021-2023 Billing Rate Schedule EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Jennifer Ivey Vice President $290 2. Cody Berg Associate Vice President -$271 QA/QC 3. Alexander Bugbee Associate $210 4. Mark Panny Lead Analyst $190 5. Kim Lightner Analyst $165 6. TBD Administrative $115 SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP 1. 2. 3. 4. 5. 10 of 10 Attachment Code: D573 121 Certificate ID: 17683995 POLICY NUMBER: BAP 9730571 Notification to Others of Cancellation, Nonrenewal or Reduction of Insurance THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel or non-renew this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non-renewal: 1. To th e name and address corresponding to each person or organization sho'A(n in the Schedule below; and 2. At least 10 days prior to the effective date of th e cancellation or non-renewal, as advised in our notice to th e first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and add ress corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effecti ve date of such cancellation. C. If coverage afforded by this Coverage Part is reduced or restricted, except for any reduction of Limits of Insurance due to payment of claims, we will mail or deliver notice of such reduction or restriction: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the reduction or restri ction, or the longer number of days notice if indicated in the Schedule below. D. If notice as described in Paragraphs A., B. or C. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Number of Days Notice: Oraanization(s): All certificate holders where notice of cancellation is 60 reauired bv written contract with the Named Insured All other terms and conditions of this policy remain unchanged. U-CA-811-A CW (05/10) Attachment Code: D573122 Certificate ID: 17683995 POLICY NUMBER: GLO 9730569 Notification to Others of Cancellation, Nonrenewal Reduction of Insurance THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part Liquor Liability Coverage Part Products/Completed Operations Liability Coverage Part or A. If we cancel or non-renew this Coverage Part(s) by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non-renewal: 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to th e effective date of the cancellation or non-renewal, as advised in our noti ce to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel th is Coverage Part(s) by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If coverage afforded by this Coverage Part(s) is reduced or restricted, except for any reduction of Limits of Insurance due to payment of claims, we will mail or deliver notice of such reduction or restriction : 1. To the name and address corresponding to each person or organization shown in the Schedule below; and 2. At-least 10 days prior to the effecti ve date of the reduction or restriction, or the longer number of days notice if indicated in the Schedule below. D. If notice as described in Paragraphs A., B. or C. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Number of Days Notice: Organization(s): All certificate holders where notice of cancellation is 60 required bv written contract with the Named Insured All other terms and conditions of this policy remain unchanged. U-GL-1447-A CW (05/10) Attachment Code: D573 124 Certificate ID: 17683995 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY NOTIFICATION TO OTHERS OF CANCELLATION, NONRENEWAL OR REDUCTION OF INSURANCE ENDORSEMENT This endorsement is used to add the following to Part Six of the policy. PART SIX CONDITIONS WC 99 06 34 A. If we cancel or non-renew this policy by written notice to you for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation or non-renewal to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such pe rson or organization will be provided at least 10 days prior to the effective date of the cancellation or non-renewal, as advised in our notice to you, or the longer number of days notice if indicated in the Schedule below. 8. If we cancel this policy by written notice to you for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C. If coverage afforded by this policy is reduced or restricted, except for any reduction of Limits of Li ability due to payment of claims, we will mail or deliver notice of such reduction or restriction to the name and address corresponding to each person or organization shown in the Schedule below. Notification to such person or organization will be provided at least 10 days prior to th e effective date of the reduction or restriction, or the longer number of days notice if indicated in the Schedule below. D. If notice as described in Paragraphs A., 8. or C. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Number of Days Notice: Orqanization(s): All certificate holders where notice of cancellation is 60 required by written contract with the Named Insured All other terms and co nditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No. WC 9730570 Insured CAROLLO ENGINEERS, INC. Insurance Company Zurich American Insurance Company \ WC 99 06 34 (Ed. 05-1 0) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Attachment Code : D573125 Certifi cate ID: 17683995 POLICY NUMBER: BAP 9730571 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization to whom or which you are required to provide additional insured status or additional insured status on a primary, non-contributory basis, in a written contract or written agreement executed prior to loss, except where such contract or aQreement is prohibited by law. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carri er Coverage Forms and Paragraph D.2. of Section I -Covered Au tos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ) Attachment Code: D573120 Certificate ID: 17683995 POLICY NUMBER: BAP 9730571 COMMERCIAL AUTO CA 04 4410 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRI ER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Zurich American Insurance Company Endorsement Effective Date:. 7/4/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person .or organ ization you are requ ired to waive your rights of recovery in a written contract, agreement or permit with the named insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or th e "loss" under a contract with that person or organization. CA 04 44 10 13 Attachment Code: D573129 Certificate ID: 17683995 POLICY NUMBER: GLO 9730569 COMMERCIAL GENERAL LIABILITY CG 20 371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Oraanization(s) Any person or organizati on, other than an architect, Any Location or project, other than a wrap-up or other engineer or surveyor, whom you are required to add as consolidated insurance program location or project for an additional insured under this policy under a written which insurance is otherwise separately provided to contract mark or written agreement executed prior to you by a wrap-up or other consolidated insurance loss. program Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additi onal insured is required by a contract or ag reement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG20371219 B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to th e additional insured is required by a contract or agreement, the most we will pay on behalf of the additi onal insu red is th e amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance; whichever is less. This endorsement shall not increase the applicable Limits of Insurance. Waiver Of Subrogation (Blanket) Endorsement Policy No. GLO 9730569 Eff. Date of Pol. 7/4/2021 Exp. Date of Pol. 7/4/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights applies only with respect to the above contract(s) and shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-A CW (12/01) Attachment Code: D573128 Certificate ID: 17683995 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0313 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate di rectly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization you are required to waive your rights of recovery in a written contract, agreement or permit with the Named Insured. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No. WC 9730570 Insured CAROLLO ENGINEERS, INC. Insurance Company Zurich American Insurance Company WC 00 03 13 Attachment Code: D579070 Certificate ID: 17683995 POLICY NUMBER: GLO 9730569 Other Insurance Amendment - Primary and Non-Contributory THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is pri mary insurance to and will not seek contribution from any othe r insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV -Commercial General Liability Conditions: This insurance is excess over: Any of the other insu rance, whether primary, excess, contingent or on any other basis, available to an additi onal insured, in which the additional insured on our policy is also covered as an additional insu red on another policy provid ing coverage for the same "occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-8 CW (04/13) COMMERCIAL GENERAL LIABI LI TY POLICY NUMBER: 6801H899998 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products- completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or or- ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused , in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional in- sured and included in the "products-completed opera- tions hazard". CG 20 37 07 04 CG TS 02XXXX © ISO Properties, Inc., 2004 Page 1 of 1 DATE OF ISSUE: 08/3112021 COMMERCIAL GENERAL LIABILITY POLICY NUMBER 6801H899998 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 PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the "bodily injury" or "property damage" occurs or the "personal inj ury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II -Who Is An Insured is amended to in- clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1. Your acts or om issions; 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) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 CG TB 01 xx XX Includes copyrighted material of Insurance Services Office, Inc. with its permission . DATE OF ISSUE: 08/31/2021 Policy# 6801 H899998 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other i.nsurance pennits contribution by equal shares, we \J\lill follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none Of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-ContributQry Insurance. If Required By Written Contract If you specifically agree iri a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that (1) The i•bodily·injury'' or "property damage'; for · · which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; · sul:lsequent to the signing of that contract or agreement byyou. 5. Premium Audit a. We will compute all premiums for this Coverage Part iri accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premiufo only. At the close of each audit period we will compute the earned premiurn for that period and send notice to the first Named Insured The due date for audit and retrospective premiums is the date shown as the due date on the bilL If the sum of the advance and audit premiums paid for the policy period is greater than the earned premjum, we will return the excess to t.he first Named Insured. c. The first Named Insured must keep records of the information we n.eed for premium computation, and send us copies at such tim.es as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal inaccordance with applicable insurance laws or reaulations. 7. Separation Of Insureds Except with respect tci the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and · b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under tllis Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request. the insured will bring_ IOsuit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declar-ations written notice of the nonreriewal not less than 30 days before the e:xpirafion date. If notice is mailed, proof of mailing will be sufficient proof ofnotice. · SECTION V ~ DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the pu rpose of attracting customers ·or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy # 6801 H899998 occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arising out of the violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or ( medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. K. MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. AMENDMENT OF EXCESS INSURANCE CONDITION -PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the BUSINESS AUTO COVERAGE FORM and Paragraph e. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE in the MOTOR CARRIER COVERAGE FORM, whichever Coverage Form is part of your policy: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liab ility Coverage, but only for damages to which this insurance applies and on ly to the extent of that person's or organization's liability for the conduct of another "insured". CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy#: BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and on ly to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV -BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by . you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period , requires this insurance to be primary and non-contributory. CA T4 74 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy# BA0S579947 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rig hts Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any perso n or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page .1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission.