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HomeMy WebLinkAboutCarollo Engineers Inc; 2021-11-30; PSA22-1634CAPSA22-1634CA General Counsel Approved Version 8/2/2022 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 3 This third Project Task Description and Fee Allotment is entered into on _________________________________________, pursuant to an Agreement between Carollo Engineers, Inc., a Delaware corporation ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, California, referred to as ("CMWD"), dated November 30, 2021 (the “Agreement”), the terms of which are incorporated herein by this reference. 1.CONTRACTOR'S OBLIGATIONS Contractor shall provide professional services in accordance with the City of Carlsbad Engineering Standards, 2022 Edition, the Standard Specifications for Public Works Construction, 2021 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated March 21, 2023, (“proposal”), attached as Appendix "A" for the Potable Water and Recycled Water Cost of Service Update (the “Project"). The Project services shall include the undertaking of a potable water and recycled water cost of service update. 2.PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within thirty (30) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within two hundred and ten (210) working days thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3.FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1 "Fee Allotment," herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A," attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A." Additional task groups, not shown in Table 1 or Appendix “A,” will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A,” then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $70,766. DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D April 13, 2023 PSA22-1634CA General Counsel Approved Version 8/2/2022 2 TABLE 1 FEE ALLOTMENT WATER AND RECYCLED WATER COST OF SERVICE UPDATE AND RATE UPDATE TASK GROUP TIME & MATERIALS 1.Data Collection and Kick Off $ 1,600 2.Revenue Requirements Analysis $11,700 3.Cost of Service Analysis $20,064 4.Rate Design Analysis $16,900 5.Study Report $10,602 6.Outreach Materials $ 2,400 7.Meetings and Presentations $ 4,660 8.Optional Tasks $ 2,840 TOTAL (Not-to-Exceed) $70,766 CONTRACTOR Carollo Engineers, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jeffrey A. Weishaar, Associate Vice President (print name/title) (print name/title) JWeishaar@carollo.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Geoff Patnoe, Assistant Executive Manager, as authorized by the Executive Manager APPROVED AS TO FORM: CINDIE K. MCMAHON, General Counsel BY: _____________________________ General Counsel DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D April 13, 2023 March 21, 2023 Ms. Shoshana Aguilar City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 Subject: Scope and Fee to Provide a Water, Recycled Water, and Wastewater Cost-of-Service Study Update Dear Ms. Aguilar: Thank you for reaching out to Carollo regarding the preparation of a scope and fee to perform an update to the City of Carlsbad’s (City) and Carlsbad Municipal Water District’s (CMWD) water, recycled water, and wastewater cost-of-service studies. Per your request, we have prepared a scope of work and estimated project budget to develop updated water, recycled water, and wastewater rates for calendar year (CY) 2024 through CY 2026. We value our relationship with the City and CMWD and would be pleased to complete the project. We have developed the proposed scope of work based on the tasks completed during our previous work in 2021 and our ongoing efforts with the City and CMWD. As envisioned, the project would include an analysis of customer usage patterns based on billing data, updates to the City’s existing rate models (revenue requirement projections, cost allocations, cost--service analyses, and rate design analyses), and preparation of rate study reports for the water, recycled water, and wastewater utilities. The project will also address the findings of the City’s and CMWD’s recent third-party review of the previous rate studies and propose modifications and solutions for the City to consider based on those findings. The project would be scheduled such that rate adoption process could be completed in August 2023, with rates to be implemented beginning on January 1, 2024, or any time up to January 2025. The proposed project budget based on time and materials is $127,432, including $49,573 for potable water, $21,193 for recycled water, and $56,666 for wastewater. Thank you for considering Carollo for this opportunity; we look forward to hearing from you soon. A detailed scope of work, project budget, and project schedule are attached for your review. Sincerely, CAROLLO ENGINEERS, INC. Jennifer Ivey, Vice President Alexander Bugbee, Project Manager APPENDIX A PSA22-1634CA - Task No. 3 DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water • --- City of Carlsbad and Carlsbad Municipal Water District Potable Water, Recycled Water, and Wastewater Cost-of-Service Study Update SCOPE OF WORK The proposed scope of work outlines our proposed approach for undertaking the Water, Recycled Water and Wastewater Cost-of-Service Study Update (Study). This scope builds on the previous work that we completed in 2021, as well as our ongoing work on the annual model updates, reserve policy, and connection fee updates. The scope and proposed budget assume that the study would be completed by updating the existing rate models. Additionally, the proposed hours and budget recognize that the ongoing annual model updates will reduce level of effort needed to develop the revenue requirements components of the analysis and will provide efficiencies in the cost-of-service and rate design steps. Carollo envisions this project as a collaborative process with City/CMWD staff. The rate update will rely on the financial and rate models that were developed for the City/CMWD during the previous rate studies in 2019 and 2021 and subsequently updated with FY 2021/22 actual information over the past several months. Water, recycled water, and wastewater rates will be developed for CY 2024 through CY 2026, assuming that any adopted rates would be implemented on January 1 of each fiscal year. The overall structure of the existing rate models will be retained, but they will be updated to include the latest available actual revenues and expenditures, capital programs, and customer usage data along with other items that may be necessary to develop financial projections for the rate study period. Refinements will also be made, as necessary, to address the findings of the recent third-party review of the 2021 Rate Study. The financial projections and rate analyses will incorporate the following overall goals: •Generate sufficient revenue to cover operating expenditures including potential increases in water supply costs from the San Diego County Water Authority. •Provide funding for capital improvements and equipment replacement including Carlsbad’s anticipated share of capital projects at the Encina Wastewater Authority. •Review financial policies and set rates to adequately fund reserves and provide sufficient debt coverage (where applicable). •Address the concerns and findings of the recent third-party review. Carollo understands that the current rate structure (adopted based on the 2021 study) is generally working as intended and that negative feedback from the community about the current rate structure has been minimal. As such, the scope developed for the Study assumes that the updated rate structure can remain generally consistent with the current rates. Some modifications to the rate structure may be recommended as driven by changing costs, customer demand patterns, and regulatory or case law guidance. Carollo anticipates that it will take approximately 3 months to prepare the cost-of-service study for presentation to the City Council once the project is initiated. The tasks to complete the study are outlined below. PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® Task 1: Project Kick-Off and Data Collection Carollo will hold a virtual project kick-off meeting with City/CMWD staff. The meeting will outline key objectives, determine priorities, and, if necessary, modify the scope of service. The meeting will also serve as a review point for the study data. In advance of the kick-off meeting, Carollo will submit a detailed data request. Model Updates: Included in Tasks 2, 3, and 4 Based on the collected data and feedback from the kick-off and subsequent meetings, Carollo will update the existing water and recycled water and wastewater financial models. As we update the models, we will discuss the needs and preferences of the financial models with City/CMWD staff and can incorporate changes as necessary. Carollo anticipates updating the following assumptions, inputs, and calculations in the models: Updates previously completed or underway as a component of the Annual Model Updates Task Order •Actual and Projected Revenues •Actual and Projected Operating Expenses, Water Purchase Expenses (Potable and Recycled Water), and Treatment Charges (Wastewater) •Capital Improvement Plan Expenses and Funding •Revenue Requirements Analysis and Fund Balance Projections Additional updates and work to complete the Cost of Service and Rate Analyses •Customer Data Inputs and Demand Projections •Wastewater Mass Balance •Cost-of-Service Allocations •Customer Class Allocations •Rate Calculations and Customer Impacts •Other items as needed Task 2: Revenue Requirements Analysis Carollo will develop a revenue requirement analysis and forecast for each utility. Potable water, recycled water, and wastewater will be evaluated independently to equitably and accurately recover costs from the respective system customers. The revenue requirements forecast will rely on the updated models that have been produced under the ongoing Reserve Policy and Annual Model Updates Task Order. Further updates and refinements may be made as the Cost-of-Service and Rate Design analyses are completed, as necessary. The revenue requirement analysis will focus primarily on revenue sufficiency over the next 5 years based on the City/CMWD’s projected operating, capital, policy, regulatory, and asset management needs. A longer- term review will also be completed in order to avoid potential rate shocks after the study period. The water and sewer financial forecasts will consider the overall funding strategy including near- and long-term capital and operational needs, expected debt financing and grants, as well as potential impacts on customer usage changes due conservation. The results of the revenue requirement will define the levels of rate increases necessary to fund ongoing expenditures and to meet the City/CMWD’s policy goals. During the revenue requirements analysis, Carollo will work with CMWD staff to understand what fire service-related costs are included in the CIP and whether those costs include the replacement of service PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® lines. The costs will be compared to the fie protection rate revenues to the identified costs to assess their sufficiency. Task 3: Cost-of-Service Analysis The Cost-of-Service analysis includes allocating costs to billable constituents (measurable parameters that can be used to assign costs) and assigning those costs to customers classes based on their shares of billable constituents. Billable constituents for the water utility include customer service, capacity, base water demand, peak water demand (extra-capacity), and water supply. Billable constituents for the sewer utility include flow, biochemical oxygen demand (BOD), and total suspended solids (TSS). Proposed rate structures will adhere to Proposition 218 requirements and sound cost-of-service, ratemaking principles. This task also includes the detailed customer data analysis, demand projections, and wastewater mass balance needed to complete the allocations. Task 3.1 – Customer Data Analysis: Carollo will conduct a statistical analysis of the City’s past three to five years of historical customer data and consumption records. Due to the variable nature of the City/CMWD’s water rates, it is important to evaluate a multi-year trend and determine potential revenue lulls during low-usage years. We will use statistical software to quickly analyze customer billing records and provide usable information, such as consumption breakpoints used in evaluating different rate structures and conservation incentives. We will examine the usage data and calibrate billing records against actual rate revenues to prevent over or under estimation of the City/CMWD’s customer base. This is a critical step in setting appropriate and sufficient rates. We will also develop consumption profiles that illustrate usage patterns by customer class (residential, commercial, governmental, institutional, and irrigation users). In addition to an analysis of each customer class, we will examine the data to identify potential outliers that have unique consumption profiles. Task 3.2 – Wastewater Mass Balance: Carollo will conduct a mass balance for the wastewater system based on the analyzed customer data and billing records, assumed return to sewer factors and load concentrations, and Carlsbad’s measured total flow and loads based on Encina billing records. If appropriate, the results of the mass balance analysis will be used to modify the return to sewer and load concentration assumptions used for each customer class. Task 3.3 – Allocation of Costs to Functional Categories: Carollo will develop a cost allocation based on the City/CMWD’s unique system and consider the American Water Works Association (AWWA) and Water Environment Federation (WEF) methodologies. These allocations will build on the existing allocation for rate consistency and incorporate the City/CMWD’s current asset and accounting records. Line-item expenditures for water and recycled water will be allocated to customer service, base water usage, peak water usage (extra-capacity), and supply. For wastewater, costs will first be allocated by function, collections, treatment, administration, etc. and then to flow, BOD, and TSS based on the cost drivers and the City’s historic Encina charges. For wastewater, the allocation process will also consider potential additional parameters to explore adding additional fixed charges. Task 3.4 – Allocation of Costs to Customer Classes: After costs have been functionalized in Task 3.3, they will be allocated to each customer class based on each class’s utilization of the system. This step is essential in developing a nexus between the level of service provided to customers of each type and the rates that they are charges for that service. For the potable water analysis, costs will be allocated to each class based on their water demand patterns, number of meter equivalent units, and number of customers. For wastewater, costs will be allocated based on estimated wastewater flow and strength (BOD and TSS). PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® Task 4: Rate Design Analysis Rates will be evaluated and designed to generate sufficient revenues, while meeting the City/CMWD’s key study objectives. We will meet with City/CMWD staff to review and evaluate potential rate structure alternatives that promote an equitable allocation of costs among customer groups. Based on our past rate experience with the City/CMWD and comparable water agencies, we will guide the City/CMWD through this review to identify key features likely to promote policy objectives while retaining equitable cost recovery. Carollo will conduct a rate structure update based on customer usage patterns, the City/CMWD’s cost structure and revenue needs, and the City/CMWD’s policy objectives. We will review and evaluate potential rate structure modifications with City/CMWD staff, such as potential modifications to the tier breaks, customer class assignments, and peak factor calculations. The updated rate structures will continue to comply with Proposition 218 and the latest case law requirements. Along with the update to the current rate structure, the analysis will also include: •The development of a special airport rate to account for the City/CMWD’s maintenance of the airport’s private lines. •Consideration of a potential shift of some rate revenues from monthly rates (fixed and/or volumetric) to property tax bills. Task 5: Outreach Materials Carollo will develop materials for the outreach process including a rate calculator and a survey of neighboring agencies water and sewer rates. The rate comparison surveys for the water, recycled water, and wastewater will include the rates charged by other comparable municipality water and wastewater utilities in the San Diego area, southern Orange County, and southern Riverside County and a comparison of bills for typical single-family users. To the extent possible based on available information, the survey will include the amount of water and wastewater related costs included on other agencies property tax bills. Task 6: Study Report Draft and final versions of cost-of-service study reports will be prepared to present the methodology, assumptions, process, and findings of the rate study and its recommendations. Two reports will be prepared, one combining water and recycled water and one addressing wastewater. The reports will document the need for rate increases, multi-year revenue requirements, and the proposed structure to support the Proposition 218 process. The updated reports will include the suggestions outlined by the City/CMWD’s third party review of the previous reports. Comments on the draft reports will be incorporated into the final reports. Task 7: Meetings and Presentations Carollo will hold structured reviews with City/CMWD staff during the project. Carollo will also present the study findings to City/CMWD staff at the conclusion of the Study. It is assumed that City/CMWD will present the findings to the City Council, with Carollo providing support as needed. The proposed project budget anticipates three (3) virtual workshops with staff and participation in two (2) City Council Meetings. The base project budget assumes virtual attendance at City Council meetings. Additional costs for in-person attendance at two City Council meetings is included in the budget as an optional task, with costs split evenly between the potable and recycled water budget and the wastewater budget. PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® Estimated Project Budget carollo.com City of Carlsbad Water, Recycled Water and Wastewater Cost-of-Service Study Update Estimated Project Budget: Potable Water and Recycled Water Jennifer Ivey Alex Bugbee QA/QC PM WP Rate $290 $210 $190 $165 $271 $115 UPDATE WITH EXISTING MODELS 1 Data Collection and Kickoff 4.0 4.0 8.0 $1,600 $0 $1,600 $1,072 $528 2 Revenue Requirements Analysis Water 2.0 10.0 24.0 36.0 $7,240 $0 $7,240 $7,240 $0 Recycled Water 2.0 4.0 16.0 22.0 $4,460 $0 $4,460 $0 $4,460 3 Cost of Service Analysis Customer Data Analysis 2.0 24.0 26.0 $4,380 $0 $4,380 $3,504 $876 Allocations - Water 4.0 8.0 32.0 8.0 2.0 54.0 $10,782 $0 $10,782 $10,782 $0 Allocations - Recycled Water 2.0 4.0 12.0 4.0 2.0 24.0 $4,902 $0 $4,902 $0 $4,902 4 Rate Design Analysis Water 6.0 12.0 40.0 58.0 $11,860 $0 $11,860 $11,860 $0 Recycled Water 4.0 4.0 16.0 24.0 $5,040 $0 $5,040 $0 $5,040 5 Study Report Water and Recycled Water 4.0 10.0 24.0 8.0 2.0 8.0 56.0 $10,602 $0 $10,602 $8,482 $2,120 6 Outreach Materials Rate Calcualtion and Neighboring Agency Survey 2.0 12.0 14.0 $2,400 $0 $2,400 $1,608 $792 7 Meetings and Presentations WebEx Review Meetings/Staff Workshops inc. Prep (3) 1.0 6.0 6.0 13.0 $2,690 $0 $2,690 $1,802 $888 City Council Meetings inc. assistance with presenation development (2)1.0 8.0 9.0 $1,970 $0 $1,970 $1,320 $650 PROJECT TOTAL 26 74 174 56 6 8 344 $67,926 $0 $0 $67,926 $47,670 $20,256 OPTIONAL TASKS In-person Attendence at City Council Meetings 4.0 4 $840 $2,000 $2,000 $2,840 $1,903 $937 SUBTOTAL - OPTIONAL TASKS 0 4 0 0 0 0 4 $840 $2,000 $2,000 $2,840 $1,903 $937 PROJECT TOTAL WITH OPTIONAL TASKS 26 78 56 8 348 $68,766 $2,000 $2,000 $70,766 $49,573 $21,193 Notes: (1) Travel and per diem Potable RecycledExpenses (1) Other Direct Costs Total CostCarollo Labor Cost Lead AnalystDescription Analyitcal Support Engineering/ Technical Support Support/ Clerical Total Hours PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® ( t I I i I I i i Estimated Project Budget carollo.com City of Carlsbad Water, Recycled Water and Wastewater Cost-of-Service Study Update Estimated Project Budget: Wastewater Jennifer Ivey Alex Bugbee QA/QC PM WP Rate $290 $210 $190 $165 $271 $115 UPDATE WITH EXISTING MODELS 1 Data Collection and Kickoff 4.0 4.0 8.0 $1,600 $0 $1,600 2 Revenue Requirements Analysis Wastewater 2.0 8.0 28.0 2.0 40.0 $8,122 $0 $8,122 3 Cost of Service Analysis Customer Data Analysis 2.0 24.0 26.0 $4,380 $0 $4,380 Wastewater Mass Balance 4.0 8.0 12.0 $2,360 $0 $2,360 Allocations 4.0 8.0 32.0 8.0 2.0 54.0 $10,782 $0 $10,782 4 Rate Design Analysis Wastewater 4.0 8.0 32.0 44.0 $8,920 $0 $8,920 5 Study Report Wastewater 4.0 10.0 24.0 8.0 2.0 8.0 $10,602 $0 $10,602 6 Outreach MaterialsRate Calcualtion and Neighboring Agency Survey 2.0 12.0 14.0 $2,400 $0 $2,400 7 Meetings and Presentations WebEx Review Meetings/Staff Workshops inc. Prep (3) 1.0 6.0 6.0 13.0 $2,690 $0 $2,690 City Council Meetings inc. assistance with presenation development (2)1.0 8.0 9.0 $1,970 $0 $1,970 PROJECT TOTAL 16.0 60.0 134.0 52.0 6.0 8.0 220.0 $53,826 $0 $0 $53,826 OPTIONAL TASKS In-person Attendence at City Council Meetings 4.0 4 $840 $2,000 $2,000 $2,840 SUBTOTAL - OPTIONAL TASKS 0 4 0 0 4 $840 $2,000 $2,000 $2,840 PROJECT TOTAL WITH OPTIONAL TASKS 16 64 52 8 224 $54,666 $2,000 $2,000 $56,666 Notes: (1) Travel and per diem Expenses (1) Other Direct Costs Total CostDescription Analyitcal Support Engineering/ Technical Support Support/ Clerical Total Hours Carollo Labor Cost Lead Analyst PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® Estimated Project Schedule City of Carlsbad Water, Recycled Water and Wastewater Cost-of-Service Study Update Estimated Project Schedule 3/24/2023 3/31/2023 4/21/2023 4/18/2023 4/28/2023 5/4/2023 5/18/2023 6/1/2023 6/15/2023 6/26/2023 6/27/2023 6/28/2023 8/22/2023 8/22/2023 1/1/2024 Fe b - 2 3 Ma r - 2 3 Ap r - 2 3 Ma y - 2 3 Ju n - 2 3 Ju l - 2 3 Au g - 2 3 Se p - 2 3 Oc t - 2 3 No v - 2 3 De c - 2 3 Ja n - 2 4 Fe b - 2 4 Finish Model Update (Existing… Additional Data Collection Revenue Requirements Cusomter Data Analysis Cost of service Analysis Rate Design Develop Draft Report City/CMWD Report Review Finailize Report City Council Meeting Prep City Council Meeting 1 Send Prop 218 Notice 45-Day Noticing Period City Council Meeting 2 - Rate… Implement Rates PSA22-1634CA - Task No. 3 Appendix "A" (Cont.) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Engineers ... Working Wonders With Water® -----• I I I I DocuSign Envelope ID: 8AOC84AA-2468-4EFB-9DC7-A1648FBB9F6D ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/4/2023 6/30/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 PHONE I FAX IA/C No Extl: IA/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: kctsu@lockton.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : Zurich American Insurance Company 16535 INSURED CAROLLO ENGINEERS, INC. INSURER B : Travelers Property Casualty Co of America 25674 1472595 2795 MITCHELL DR. 1NsuRER c , Continental Casualtv Comoanv 20443 WALNUT CREEK CA 94598-1601 INSURERD: INSURERE : INSURERF: COVERAGES CERTIFICATE NUMBER: 17683995 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n ••n,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y y GLO 9730569 7/4/2022 7/4/2023 EACH OCCURRENCE $ 1.000 000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED s 1,000,000 PREMISES (Ea occurrence) f--MED EXP (Any one person) s 25.000 PERSONAL & ADV INJURY ~ s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2.000 000 Fl [x] PRO-D Loc PRODUCTS • COMP/OP AGG s 2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y BAP9730571 7/4/2022 7/4/2023 COMBINED SINGLE LIMIT S 2.000 000 IEa accident\ f-- X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx f--OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx f--AUTOS ONLY f--AUTOS X HIRED X NON-OWNED iP~?~~c~Je':igAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY OED: COMP/COLL $ 1,000 B X UMBRELLA LIAB ~ OCCUR y y CUP-I S956429-22-NF 7/4/2022 7/4/2023 EACH OCCURRENCE s 1.000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s 1.000 000 DED I I RETENTION $ $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH-A WC 9730570 7/4/2022 7/4/2023 X STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Cm E.L. EACH ACCIDENT $ 1.000 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1.000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS below C PROFESSIONAL N N AEH 288354410 7/4/2022 7/4/2023 EACH CLAIM: $ I ,000,000; LIABILITY AGGREGATE: $1,000,000 UNLIMITED PRIOR ACTS DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) "All Projects." City of Carlsbad is additional insureds as respects general liability, auto liability and umbrella/excess liability, these coverages are primary and non-contributory as required by written contract. Waiver of subrogation applies to general liability, auto liability, excess/umbrella liability, and workers compensation/employer's liability, where allowed by state law and as required by written contract. CERTIFICATE HOLDER 17683995 City of Carlsbad/CMWD c/o Exigis Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York NY 10163-4668 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. dt ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD NOTICE ENDORSEMENT - NOTICE OF CANCELLATION, NON-RENEWAL OR REDUCTION IN LIMITS WHERE REQUIRED BY WRITTEN CONTRACT DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573119 Certificate ID: 17683995 Professional Liability and Pollution Incident Liability Insurance Policy Endorsement It is understood and agreed that if the Named Insured has agreed in a written contract with its client to provide such client with notice of cancellation or non-renewal of this Policy, or notice of a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide such notice of cancellation, non-renewal or reduction in Limits to the client as set forth herein. Within ten (10) business days of the Insurer's request, the Named Insured will deliver to the Insurer, or cause to be delivered by the broker or agent of record, a list acceptable to the Insurer containing the names and addresses of all entities entitled to receive notice. If the list is not provided to the Insurer within such time period, the Insurer will not provide notification. The Insurer will assume that the list provided to the Insurer by the Named Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurer's file. Such notice will be delivered to such client at the address recorded by certificate on file with the broker or agent of record and provided to the Insurer. With respect to cancellation or non-renewal of this Policy, the Insurer will provide the Named lnsured's client with the greater of: 1. thirty (30) days' notice; or 2. the number of days' notice set forth in the applicable State Provisions endorsement attached to this Policy in accordance with the Cancellation/Non-Renewal condition of the Policy. With respect to a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide the Named lnsured's client with the lesser of: 1. sixty (60) days' notice; or 2. the number of days' notice required in the Named lnsured's contract with such client. The Insurer's failure to provide such notification will not extend the Policy cancellation date, negate cancellation or non-renewal of the Policy, invalidate any endorsement to the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA83699XX (11-2015) Policy No: AEH288354410 © Copynght CNA All Rights Reserved. DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573121 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 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 cancellation or non-renewal, as advised in our notice to the 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 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 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 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 by written contract with the Named Insured All other terms and conditions of this policy remain unchanged. U-CA-811-A CW (05/10) POLICY NUMBER: GLO 9730569 Notification to Others of Cancellation, Nonrenewal or Reduction of Insurance DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573122 Certificate ID: 17683995 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 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 the effective date of the cancellation or non-renewal, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this 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 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., 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 reauired by written contract with the Named Insured All other terms and conditions of this policy remain unchanged. U-GL-1447-A CW (05/10) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573124 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 person 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. B. 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 Liability 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 the 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., 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 required by written contract with the Named Insured All other terms and conditions 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. 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573125 Certificate ID: 17683995 POLICY NUMBER: BAP 9730571 COMMERCIAL AUTO CA 20 48 10 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 Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 4810 13 DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Attachment Code: D573120 Certificate ID: 17683995 POLICY NUMBER BAP 9730571 COMMERCIAL AUTO CA 04441013 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 CARRIER 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: 7/4/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization you are required 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 the "loss" under a contract with that person or organization. CA 04 44 10 13 DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D 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 Organization(s) Any person or organization, 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 additional insured is required by a contract or agreement, 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. CG 20 37 12 19 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 the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the 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. DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D Waiver Of Subrogation (Blanket} Endorsement Policy No. GLO 9730569 Eff. Date of Pol. 7/4/2022 Exp. Date of Pol. 7/4/2023 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) DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D 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 directly 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 0313 DocuSign Envelope ID: 8A0C84AA-2468-4EFB-9DC7-A1648FBB9F6D 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 primary insurance to and will not seek contribution from any other 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 insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing 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) PSA22-1634CA General Counsel Approved Version 8/3/16 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Carollo Engineers, Inc., a Delaware corporation ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), dated November 28, 2021, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide services for the continuation of water and recycled water connection fee analysis in accordance with the City of Carlsbad Engineering Standards, 2022 Edition, the Standard Specifications for Public Works Construction, 2021 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated May 4, 2022, (“proposal”), attached as Appendix "A" for the Water And Recycled Water Connection Fee Analysis, (the “Project"). The Project services shall incorporate the most up to date financial and engineering data into the analysis and analyze the capital improvement plan to determine which projects can be funded with connection fees. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on work days. Appendix "A", attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $34,342. DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 June 13, 2022 PSA22-1634CA General Counsel Approved Version 8/3/16 2 TABLE 1 FEE ALLOTMENT WATER AND RECYCLED WATER CONNECTION FEE ANALYSIS TASK GROUP TIME & MATERIALS 1 - Incorporate updated information $8,380 2 - Neighboring agencies fee comparison $3,770 3 - Attend/Present at two City Council meetings $6,430 4 - Evaluation of CIP projects applicability $5,622 5 - Update and finalize connection fee memo $10,140 TOTAL (Not-to-Exceed) $34,342 CONTRACTOR Carollo Engineers, Inc. Carollo Engineers, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Jeffrey A. Weishaar, Associate Vice-President (print name/title) (print name/title) JWeishaar@carollo.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Vicki Quiram, General Manager, as authorized by the Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Deputy General Counsel DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 June 13, 2022 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 May 4, 2022 Ms. Shoshana Aguilar City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 Subject: Scope and Fee for the Continuation of Water and Recycled Water Connection Fee Analysis Dear Ms. Aguilar: Thank you for reaching out to Carollo regarding the preparation of an updated scope and fee to continue the Water and Recycled Water Connection Fee Analysis initially started in 2019. Per your request, we have prepared an updated scope of work and estimated project budget to complete the analysis. We value our relationship with the City and CMWD and would be pleased to complete the project. Under this task order, Carollo will incorporate the most up to date financial and engineering data into the analysis and analyze the capital improvement plan to determine which projects can be funded with connection fees. Carollo will also provide a survey of neighboring agencies’ connection fees and present at up to two City Council meetings. The findings of the analysis will be summarized in a connection fee technical memorandum to explain the assumptions, analysis, and results and serve as the administrative record for the fees. This task order includes an adjustment to the anticipated work hours resulting from the delay in the project as additional re-work is expected due to the time that has passed since the original calculations were performed in 2019. Based on the rates included in the current PSA (PSA22-1634CA) the total estimated project budget for Task Order No. 2 is $34,342. Thank you for considering Carollo for this opportunity; we look forward to hearing from you soon. A detailed scope of work and project budget are attached for your review. Sincerely, CAROLLO ENGINEERS, INC. Jennifer Ivey, Vice President Alexander Bugbee, Project Manager APPENDIX A DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 C C;ar~,,~ Engineers ... Worf<ing Wonders Wilh Water• PSA22-1634CA Task Order No. 2 Page 2 of 4 MASTER AGREEMENT FOR FINANCIAL SERVICES PSA22-1634CA TASK ORDER NO. 2 __________________________________ CARLSBAD MUNICIPAL WATER DISTRICT AND CAROLLO ENGINEERS, INC. This Task Order No.2 is issued by the City of Carlsbad (City) and Carlsbad Municipal Water District (CMWD), and accepted by Carollo Engineers, Inc. (Carollo) pursuant to the mutual promises, covenants and conditions contained in the Agreement between the above named parties dated the 30th day of November 2021. PURPOSE The purpose of Task Order No. 2 is to extend Carollo’s period of performance and provide additional project budget for Task Orders No. 1 and No. 2 from the previous PSA (PSA19-567CA) for the completion of the Potable Water and Recycled Water Connection Fee Analysis. The analysis was initially started in 2019 but was placed on hold as the City decided to delay the update to the connection fees. This task order also includes an adjustment to the anticipated work hours due to the delay in the project as additional re-work is expected due to the time that has passed since the original calculations were performed in 2019. The estimated is calculated based on the labor rates included in the current PSA (PSA22- 1634CA). ENGINEER'S SERVICES Carollo will update the Water and Recycled Water Connection Fee Analysis to incorporate the most recent financial and engineering data available to the CMWD after the close of Fiscal Year 2021/22. Carollo will also provide a comparison of neighboring agencies’ connection fees and be available to attend and present at two City Council meetings1. The tasks are detailed below: Task 1: Incorporate Updated Information Carollo will update the connection fee calculation model to include the latest financial, engineering, and planning data available to CMWD. The information to be updated will include: FY 2021/22 Year End Financial Information 1. Fixed Asset Values 2. Fund Balances 3. State Revolving Fund Loan Debt Service Engineering and Planning Information 4. Updated Capital Improvement Plan Costs 5. Updated Customer Accounts by Class and Meter Size 6. Meter Equivalent Units (MEU) ratios based on installed meters 1 Project budget assumes that the costs to attend the council meeting will be split between this task order and Task Order No. 2 “Wastewater Connection Fees and SBA Analysis”. DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 PSA22-1634CA Task Order No. 2 Page 3 of 4 Task 2: Neighboring Agencies Comparison Carollo will provide a connection fee comparison of up to 15 neighboring or nearby water and/or recycled water agencies. Carollo will identify other similar agencies served by the San Diego County Water Authority to include in the comparison and coordinate with CMWD staff to confirm which agencies are best to include. Task 3: City Council Meetings Carollo will attend up to two (2) council meetings and be available to give a PowerPoint presentation and answer questions from the Council or other stakeholders. The time allotted in the attached budget also includes time to assist with developing the presentation materials. Task 4: Evaluation of CIP Projects Relying on input and information from CMWD staff, Carollo will evaluate the planned CIP projects to determine their applicability to the updated connection fee calculation and provide input to CMWD on the use of existing connection fee funds for projects. Task 5: Update and Finalize Connection Fee Memorandum Carollo will update and finalize the Water and Recycled Water Connection Fee memorandum to include the analysis and results that incorporate the updated financial, engineering, and planning information (Task 1). TIME OF PERFORMANCE Carollo’s time of performance on Task Order No. 2 will extend through the 30th of June 2023. PAYMENT Carollo shall bill CMWD for services provided under the Task Order No. 2 monthly, on a time and materials basis indicating the services performed and the cost of such services. The total estimated project budget for Task Order No. 2 is $34,342. Note: The total budget from Task Order No. 2 under the previous PSA (PSA19-567CA) was $28,578 including new work from that task order and carry-over work from the previous Task Order 1. The estimated budget for this task order is increased to reflect the rates included in the current PSA (PSA22-1634CA) as well as increased hours in Task 1 and Task 5 (anticipated due the length of time since the original analysis) and increased travel expenses to reflect current travel costs. The budget in this task order will replace the previous Task Order No. 2 (PSA19-567CA). DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 PSA22-1634CA Task Order No. 2 ESTIMATED PROJECT BUDGET Page 4 of 4 Carlsbad Municipal Water District PSA22-1634CA Task Order No. 2 - Water and Recycled Water Connection Fees Analysis Estimated Amendment Budget Jennifer Ivey Alex Bugbee PIC PM Rate $290 $210 $165 $271 $115 Task 1 Incorporate Updated Information 2 12 32 46 $8,380 $0 $8,380 Task 2 Neighboring Agencies Fee Comparison 1 4 16 21 $3,770 $0 $3,770 Task 3 Present at Two (2) Council Meetings 2 16 6 24 $4,930 $1,500 $1,500 $6,430 Task 4 Evaluation of CIP Projects Applicability 2 12 12 2 28 $5,622 $0 $5,622 Task 5 Update and Finalize Connection Fee Memo 2 16 32 8 58 $10,140 $0 $10,140 PROJECT TOTAL 9 60 98 2 8 177 $32,842 $1,500 $1,500 $34,342 Expenses (1) Other Direct Costs Total Cost Notes: (1) Travel and per diem Description Analysts Engineering/ Technical Support Support and Clerical Staff Total Hours Carollo Labor Cost DocuSign Envelope ID: F76B859D-8A2F-43CB-820C-FAD6B2BC8145 Engineers ... Working Wonders With Water· I l ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/4/2022 6/30/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Street, Suite 900 PHONE I FAX IA/C No Extl: IA/C Nol: Kansas City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: INSURERISl AFFORDING COVERAGE NAIC# INSURER A : Zurich American Insurance Company 16535 INSURED INSURER B : Travelers Property Casualty Co of America 25674 1472595 CAROLLO ENGINEERS, INC. 2795 MITCHELL DR. 1NsuRER c : Continental Casualtv Comoanv 20443 WALNUT CREEK CA 94598-1601 INSURERD: INSURERE : INSURERF : COVERAGES CERTIFICATE NUMBER: 16520825 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n ,,.,un POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y N GLO 9730569 7/4/2021 7/4/2022 EACH OCCURRENCE $ 1.000.000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES IEa occurrence) f--MED EXP (Any one person) $ 25.000 PERSONAL & ADV INJURY f--$ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2.000.000 Fl [x] PRO-D Loc PRODUCTS • COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N BAP9730571 7/4/2021 7/4/2022 COMBINED SINGLE LIMIT $ 2.000 000 IEa accident\ f-- X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx f--AUTOS ONLY f--AUTOS X HIRED X NON-OWNED iP~~~~c~~gAMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY OED: COMP/COLL $ 1,000 B X UMBRELLA LIAB ~ OCCUR y N CUP-I S956429-21-NF 7/4/2021 7/4/2022 EACH OCCURRENCE $ 1.000.000 EXCESSLIAB CLAIMS-MADE AGGREGATE $ 1.000 000 OED I I RETENTION $ $ xxxxxxx WORKERS COMPENSATION N I PER I I OTH-A WC 9730570 7/4/2021 7/4/2022 X STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Cm N/A E.L. EACH ACCIDENT $ 1.000.000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1.000 000 If yes, describe under E.L. DISEASE · POLICY LIMIT $ 1.000.000 DESCRIPTION OF OPERATIONS below C PROFESSIONAL N N AEH 288354410 7/4/2021 7/4/2022 EACH CLAIM: $1,000,000; LIABILITY AGGREGATE: $1 ,000,000 UNLIMITED PRIOR ACTS DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AGREEMENT FOR FINANCIAL SERVICES: PSA19-566CA CITY OF CARLSBAD IS AN ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY AND THIS COVERAGE IS PRIMARY AND NON-CONTRIBUTORY, AS REQUIRED BY WRITTEN CONTRACT. The excess liability is considered follow form over the general liability, auto liability and employer's liability subject to the policy terms, conditions and exclusions. CERTIFICATE HOLDER 16520825 CITY OF CARLSBAD/CMWD C /O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 4668 -ECM #35050 NEWYORKNY 10163-4668 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. dt ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ' ' ' ' ' ' ' '' ' Attachment Code: D573119 Certificate ID: 16520825 6fl/lAIA Professional Liability and Pollution Incident Liability Insurance ..,....... Policy Endorsement NOTICE ENDORSEMENT-NOTICE OF CANCELLATION, NON-RENEWAL OR REDUCTION IN LIMITS WHERE REQUIRED BY WRITTEN CONTRACT It is understood and agreed that if the Named Insured has agreed in a written contract with its client to provide such client with notice of cancellation or non-renewal of this Policy, or notice of a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide such notice of cancellation, non-renewal or reduction in Limits to the client as set forth herein. Within ten (10) business days of the Insurers request, the Named Insured will deliver to the Insurer, or cause to be delivered by the broker or agent of record, a list acceptable to the Insurer containing the names and addresses of all entities entitled to receive notice. If the list is not provided to the Insurer within such time period, the Insurer will not provide notification. The Insurer will assume that the list provided to the Insurer by the Named Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the Insurers file. Such notice will be delivered to such client at the address recorded by certificate on file with the broker or agent of record and provided to the Insurer. With respect to cancellation or non-renewal of this Policy, the Insurer will provide the Named Insured s client with the greater of: (1) thirty (30) days notice; or (2) the number of days notice set forth in the applicable State Provisions endorsement attached to this Policy in accordance with the Cancellation/Non-Renewal condition of the Policy. With respect to a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide the Named Insured s client with the lesser of: (1) sixty (60) days notice; or (2) the number of days notice required in the Named Insured s contract with such client. The Insurers failure to provide such notification will not extend the Policy cancellation date, negate cancellation or non-renewal of the Policy, invalidate any endorsement to the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA83699XX (11-2015) Policy No: AEH288354410 ' Copyright CNA All Rights Reserved. Attachment Code: D573121 Certificate ID: 16520825 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 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 cancellation or non-renewal, as advised in our notice to the 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 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 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 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 by written contract with the Named Insured All other terms and conditions of this policy remain unchanged. U-CA-811-A CW (05/10) POLICY NUMBER: GLO 9730569 Notification to Others of Cancellation, Nonrenewal or Reduction of Insurance Attachment Code: D573122 Certificate ID: 16520825 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 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 the effective date of the cancellation or non-renewal, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this 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 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., 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 reauired by 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: D573124 Certificate ID: 16520825 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 person 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. B. 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 Liability 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 the 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., 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 required by written contract with the Named Insured All other terms and conditions 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 . 05-10) Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Attachment Code: D573129 Certificate ID: 16520825 POLICY NUMBER: GLO 9730569 COMMERCIAL GENERAL LIABILITY CG 20 3712 19 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 Organization(s) Any person or organization, 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 additional insured is required by a contract or agreement, 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. CG 20 37 12 19 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 the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the 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. Attachment Code: D579070 Certificate ID: 16520825 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 primary insurance to and will not seek contribution from any other 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 insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing 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-B CW (04/13) PSA22-1634CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Carollo Engineers, Inc., a Delaware corporation, ("Contractor") and the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), dated November 30, 2021, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide professional services of a consultant experienced in water and recycled water cost of service studies in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2021 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated January 5, 2022, (“proposal”), attached as Appendix "A" for assistance with a Reserve Policy Development and Annual Model Updates, (the “Project"). The Project services shall include the development of a formal reserve policies and completion of annual model updates to the Water and Recycled Water Cost of Service Study. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work by December 31, 2022. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Executive Manager or General Manager. In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on time and materials. Appendix "A", attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $25,083. DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 February 1, 2022 PSA22-1634CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT RESERVE POLICY AND ANNUAL MODEL UPDATES FOR WATER AND RECYCLED WATER TASK GROUP TIME & MATERIALS (WATER) TIME & MATERIALS (RECYCLED WATER) Task 1: Reserve Policy Development 1.1: Develop Policy Components and Metrics 1.2: Incorporation into Financial Models 1.3: Reserve Policy Memo $6,540 $6,540 Task 2: Annual Model Updates 2.1: Data Collection and Review 2.2: Model Updates 2.3: Financial Forecasts $8,002 $4,001 $14,542 $10,541 TOTAL (Not-to-Exceed) $25,083 CONTRACTOR Carollo Engineers, Inc. (name of Contractor) (name of Contractor) *By: By: (sign here) (sign here) Jeffrey A. Weishaar, Associate Vice-President (print name/title) (print name/title) JWeishaar@carollo.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column B Secretary, assistant secretary, CFO or Assistant treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Vicki V. Quiram, General Manager, as authorized by the Executive Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Deputy General Counsel DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 February 1, 2022 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 January 5, 2022 Ms. Shoshana Aguilar Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Subject: Scope and Fee to Provide a Water and Recycled Water Cost of Service Study Update Dear Ms. Aguilar: Thank you for reaching out to Carollo regarding the preparation of a scope and fee to develop a formal reserve policy for the potable water and recycled water utilities and to perform an update to the Carlsbad Municipal Water District’s (CMWD) water, recycled water, and models. Per your request, we have prepared a scope of work and estimated project budget to complete the aforementioned items. We value our relationship with CMWD and would be pleased to complete the project. We have developed the proposed scope of work based on our discussion with CMWD Staff and on our previous work efforts. As envisioned, the work would be divided into two main tasks: Task 1: Reserve Policy Development Task 1 will begin early in 2022, as directed by CMWD, and take approximately 8 weeks to complete. The estimated project budget for Task 1 is $13,080 based on time and materials. Task 2: Annual Model Updates Task 2 will begin in fall of 2022 once actual revenues, expenditures, and fund balances from FY 2021/22 are available to be incorporated into the model. It will take approximately 8 weeks to complete. The estimated project budget for Task 2 is $12,003 based on time and materials. Thank you for considering Carollo for this opportunity; we look forward to hearing from you soon. A detailed scope of work and project budget are attached for your review. Sincerely, CAROLLO ENGINEERS, INC. Jennifer Ivey, Vice President Alexander Bugbee, Project Manager DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 C7" C;a.-~114' Engineers ... Wor1cmg Wonders l¼th Water« --~-======~=--=-----=~ PSA22-1633CA Task Order No. 1 Page 2 of 5 MASTER AGREEMENT FOR FINANCIAL SERVICES PSA22-1634CA TASK ORDER NO. 1 ___________________________________ CARLSBAD MUNICIPAL WATER DISTRICT AND CAROLLO ENGINEERS, INC. This Task Order No.1 is issued by the Carlsbad Municipal Water District (CMWD), and accepted by Carollo Engineers, Inc. (Carollo) pursuant to the mutual promises, covenants and conditions contained in the Agreement between the above-named parties dated the 30th day of November 2021. PURPOSE The purpose of Task Order No. 1 is to provide time and budget for the following tasks: 1. Development of formal reserve policies for the potable water, recycled water utilities. 2. Completion of annual model updates with FY 2021/22 actual information to be completed in fall of 2022. ENGINEER'S SERVICES The following sections outline the services to be provided by Carollo under Task Order No. 1. Task 1: Reserve Policy Carollo will develop a formalized reserve policy for CMWD’s utilities (Potable Water, Recycled Water). The general structure of the policy will be similar for each utility but may include specific refinements or assumptions to recognize the unique needs of each utility. Task 1.1: Develop Policy Components and Metrics Carollo will develop comprehensive reserve policies that consider industry best practices, policies of the peer agencies, and CMWD’s unique program revenues, expenses, physical systems, and potential vulnerabilities. In the beginning of the project, Carollo will hold a virtual meeting with CMWD staff to discuss potential reserve policy components and identify those that could be applicable to CMWD. Potential reserve policy components may include but are not limited to: • Operating (Working Capital) • Capital Construction • Debt Service • Emergency Capital • Equipment Replacement • Rate Stabilization A minimum target and maximum target will be defined for each of the included components. Task 1.2: Incorporation into Financial Models DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 PSA22-1633CA Task Order No. 1 Page 3 of 5 Once the basic structure of the reserve policy is defined, Carollo will incorporate the component Target calculations into the Potable Water, Recycled Water, and Wastewater financial models. The reserve policy assumptions will be integrated into the funding and reserve projection calculations so that the projected fund balances can be compared to the policy targets, and so that the potential impact of the reserve policy on future rate increases can be assessed. Task 1.3: Reserve Policy Memo Carollo will develop a brief technical memorandum detailing the proposed reserve policy including discussion of the need for a formalized policy, each of the policy components and its purpose, and the minimum and maximum targets. Carollo will provide a draft of the memorandum to CMWD for review and incorporate any feedback and comments in a final version. Task 2: Annual Model Updates Carollo will perform an annual update to the Potable Water and Recycled Water financial models. Task 2.1: Data Collection and Review Carollo will submit a detailed data request to the CMWD outlining the needed for the model updates. Carollo will review the data with the CMWD to confirm the validity of the information to be included in the models. Carollo will provide examples of data from previous work as needed to streamline the collection process. Task 2.2: Model Updates Carollo will incorporate actual financial and operating data for FY 2021/22 as well as any updates to the budgeted capital improvement plan (CIP) expenses and funding sources (anticipated grants, loans, etc.). The information to be updated in the models will include but is not limited to: ALL MODELS POTABLE WATER RECYCLED WATER Revenues Water Purchases Water Purchases Operating Expenses Water Sales Water Sales CIP SDCWA Rates and Fees Wholesale Rates Fund Balances Encina Costs Grants Debt Service Task 2.3: Financial Forecasts Once the updated information is incorporated into the models, Carollo will update the financial forecasts to determine the estimated future rate revenue increases needed to sustain the proposed reserve policy, operating costs, and capital project funding. Carollo will hold up to two virtual workshops with the CMWD staff to review the updated models and projections. TIME OF PERFORMANCE Carollo’s time of performance on Task Order No. 1 will extend through the 31th of December 2022. Once initiated, each task is expected to take approximately 8 weeks to complete. DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 PSA22-1633CA Task Order No. 1 Page 4 of 5 PAYMENT Carollo shall bill CMWD for services provided under the Task Order No. 1 monthly, on a time and materials basis indicating the services performed and the cost of such services. The total estimated project budget for Task Order No. 1 is $25,083 with the following amounts for potable water, recycled water, and wastewater: Task Potable Water Recycled Water Task 1: Reserve Policy $6,540 $6,540 Task 2: Model Updates $8,002 $4,001 Task Order Total $14,542 $10,541 NOT TO EXCEED TOTAL $25,083 A detailed breakdown of the estimated project budget is attached. DocuSign Envelope ID: BFF89549-BD32-433C-AE21-8D88610405B3 ACORD® I ~ I f--D □ f-- f-- Fl □ □ f-- f--~ f--f-- f--f-- f--H I I I I I □ 30th November DocuSign Envelope 10: FAAC34A0-9393-42F6-83DB-6CC18AB81615 MASTER AGREEMENT FOR FINANCIAL SERVICES CAROLLO ENGINEERS, INC. (Attachment D} PSA22-1634CA THIS AGREEMENT is made and entered into as of the ______ day of ________ , 2021 , by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and Carollo Engineers, Inc., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in the 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 CMWD 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, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by repu1abte 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, 2021, through November 30, 2024. The Executive Manager of CMWD ("Executive Manager") may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extension,s will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for 1 of 10 DocuSign Envelope ID: FAAC34AD-9393-42F6-83DB-6CC1 BAB81615 PSA22-1634CA a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager (''General Mariager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD. inaction or other agencies' lack of timely action. 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 fifty thousand dollars ($250,000) per agreement year. Fees will be paid on a project- by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the ''Task Description") which, upon signature by Contract~r and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payrnent made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 2 of 10 DocuSign Envelope ID: FAAC34AD-939342F6-83DB-6CC18AB81615 PSA22-1634CA 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. tNDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendmentsj insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's Indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to CMWD as an additional insured. 10.1 .1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1 .3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 of 10 DocuSign Envelope ID: FMC34AD-9393-42F6-83DB-6CC18AB81615 PSA22-1634CA 10.1.4 Professional Liability. Errors and om1ssmns liability appropriate to Contractor's profession with limits of not less than $1,000,000 per cl~im. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mall pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Cohtractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 4 of 10 DocuSign Envelope ID: FAAC34AD-9393-42.F6,83DB--6CC1 BABB 1615 PSA22-1634CA 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Mobile Email Alexander Bugbee Project Manager/ Associate 5355 Mira Sorrento Place, Suite 270 San Diego, CA 92121 858-505-1020 or 703-341-1112 484-54 7 -6040 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(]] No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to 5 of 10 DocuS1gn Envelope ID: FAAC34AD-9393-42F6-83DB-6CC1 BAB81615 PSA22-1634CA both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seel<s 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 fil ing 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 6 of 10 DocuSign Envelope ID; FAAC34AD-9393-42F6-83DB-6CC1 BAB81615 PSA2 2-1634CA grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. tn case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov, Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill 7 of 10 DocuSign Envelope 10: FAAC34AD-9393-42F6-83DB-6CC18AB81615 PSA22-1634CA 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. 4th November Executed by Contractor this _____ day of _________ __, 2021. CONTRACTOR Carollo Engineers, Inc. a Delaware corporation By: ~ /JJus~ (sign here) Jeffrey A. Weishaar, Associate Vice-President By: (sign here) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: Matt Hall, President ATTEST: /"<~X~,r- for Faviola Medina, City Clerk Services Manager If required by CMWD, propet notarfal acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:~~ Assistant General Counsel 8 of 10 DocuS(gn Envelope ID: FAAC34AD-9393-42F6-83DB-6CC18AB81615 PSA22-1634CA 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 Reimbursement/Submission 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: FAAC34AD-9393-42F6-830B-6CC18AB81615 PSA22-1634CA 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. l 2. 3. 9. 10. EXPENSES DESCRIPTION COST %MARKUP 1. 2. 3. 4. 5. 10 of 10 ~RD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYYJ 7/4/2022 7/6/2021 .,............_ 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 pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies CONTACT NAME: 444 W. 47th Stre1;1t, Suite 900 PHONE I FAX IAlr No ...... fAJC Nol: Kan as City MO 64112-1906 E-MAIL (816) 960-9000 ADDRESS: INSURER(S) AFFORDtNG COVERAGE NAIC# INSURER A: Zurich American Jnsurance Cornoanv 16535 INSURED INSURER s : Travelers Property Casualty Co of America 25674 1472595 CAROLLOENGTNEERS, TNC. 1NsuRER c , Continental Casuaitv ComDanv 20443 2795 Ml.TCHELL DR. WALNUT CREEK CA 94598-1601 INSURER D: INSURERE : INSURER F : COVERAGES CERTIFICATE NUMBER: 17683995 REVISION NUMBER: xxxxxxx TH IS 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 CONDITJON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO All 1HE TERMS, EXCLUSIONS AND CONDfTIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL SUBR ,~~hlgrJ~t POLICY EXP LIMtTS LTR IN~D ,.,un POLICY NUMBER IMMIDDIYVYYI A X COMMERCIAL GENERAL LIABILITY y y GLO 9730569 7/4/2021 7/412022 EACH OCCURRENCE s 1.000.000 ~ D CLAIMS-MADE ~ OCCUR -~~~~HY{.~~~encel s 1 000.000 MED EXP (Any one person) s 25 000 - PERSONAL & ADV INJURY s l 000 000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2 000 000 =i POLICY [x] r~g:. D Loc PRODUCTS-COMP/OP· AGG s 2 000 000 OTHER: $ A AUTOMOBILE LIABILITY y y -13AP 9730571 7/4/2021 7/4/2022 Pe~~~~~~~trlNGLE LIMIT 5 2 000 000 x_ ANY ALTTO BODILY INJURY (Per person) s xx:x:xxxx OWNED -SCHEDULED AUTOS ONLY AUTOS BOOIL V I NJU RV (Per aocidenl) s xxxxxxx x HIRED x NON-OWNED PROPERTY DAMAGE s xxxxxxx AUTOS ONLY AUTOS ONLY IPer accldentl ORD: COMP/COLL s 1,000 B X UMBRELLA LIAB -14 OCCUR y y CUP-1S956429-21-NF 7/412021 714/2022 EACH OCCURRENCE s l 000 000 EXCESS LIAS CLAIMS-MADE AGGREGATE $ 1.000 000 OED I I RETENTION s s xxxxxxx A WORKERS COMPENSATION y WC 9730570 7/412021 7/4/2022 X ~tfrurE I I ~~H-AND EMPLOYERS' LIABILITY VIN ANY PROPRI ETORIPARTNERIEXECUTIVE. ~ NIA E.L EACH ACClDENT s l 000 000 OFFICER/MEMBER EXCLUDED? (Mandatory lh NH) E.L DISEASE -EA EMPLOYEE S l 000 000 g~;M;;;iwJ~ ~,~PERATIONS below E.L. DISEASE -POLICY LIMIT s I 000 000 C PROFF.SS!ONAL N N AEH 288354410 7/4/202 1 714/2022 EACH CLAIM: $1 ,000,000; LIABILITY AGGR.EGATB: $1,000,000 UNLIMl'l'ED PR!ORACTS DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schodulo, may be attached If m0<e spaca Is requl,ed) "All l'rojecis." Ciiy of Carlsbad is additional insureds as respecls general liability, amo liability and lJmbrella/cxcess liability. these e-0verages are primary and non-contributory as required by written contract, Waiver of subrogation apblies to general liability, auto liability, ex.cess/umbrellu 'liability, and workers compensation/employer's liability, where allowed by state law and as required y writkn contmcl. CERTIFICATE HOLDER 17683995 City of Carlsbad c/o Exigis Insurance Compliance Services P.O. Box 4668 -ECM #35050 NewYorkNY 10163-4668 CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988 015 ACORD CORPORATION, All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D573 I I 9 Certificate ID: 17683995 Professional Liability and Pollution Incident Liability Insurance olicy Endor emen It is understood and agreed that if the Named Insured as agreed in a written contract with its client to provide such client with notice of cancellation or non-renewal of this Policy, or notice of a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide such notice of cancellation, non-renewal or reduction in Limrts to the client as set forth herein. Within ten (10) business days of the Insurer's request, the Named Insured will deliver to the Insurer, or cause to be delivered by the broker or agent of record, a list acceptable to the Insurer containing the names and addresses of all entities entitled to receive notice. If the list is not provided to the Insurer within such time period, the Insurer will not provide notification. The Insurer will assume that the list provided to the Insurer by the Named Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders in the lnsurer1s file. Such notice will be delivered to such client at the address recorded by certificate on file with the broker or agent of record and provided to the Insurer. With respect to cancellation or non-renewal of this Policy, the Insurer will provide the Named lnsured's client wlth the greater of: (1) thirty (30) days' notice; or (2) the number of days' notice set forth in the applicable State Provisions endorsement attached to this Policy in accordance with the Cancellation/Non-Renewal condition of the Policy. With respect to a reduction in the Limits of Liability of this Policy by endorsement during the policy term, the Insurer will provide the Named lnsured's client with the lesser of: (1) sixty (60) days' notice; or (2) the number of days' notice required in the Named lnsured's contract with such client. The Insurer's failure to provide such notification will not extend the Policy cancellation date, negate cancellation or non-renewal of the Policy, invalidate any endorsernent to the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CNA83699XX (11-2015) Policy No: AEH288354410 ' Copyright CNA All Rights Reser,ed. Attachment Code: D573121 Certificate 10: 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 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 cancellation or non-renewal, as advised in our notice to the 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 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 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 restriction, or the longer number of days notice if indicated in the Schedule below. 0. If notice as described in Paragraphs A., B. or C. of this endorsement is mailed, proof of mailing will be sufficie·nt proof of such notice. SCHEDULE Name and Address of Other Person(s) / Number of Days Notice: On1anization(s): All certificate holders where notice of cancellation is 60 required by 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 LD : 17683995 POLICY NU MBER: 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 correspohding to each person or organization shown in the Schedule below; and 2. At least 10 days prior to the effective date of the cancellation or non-renewal, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B. If we cancel this 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 m~il or deliver notice of such reduction or restriction: 1. To the name and address corresponding to each person or organization shown fn the Schedule below; and 2. At least 10 days prior to the effectfve 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 reauired 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: D573124 Certificate 1D: 17683995 WORKERS COMPENSATION AND EMPLOYERS LlA81LITY 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 0634 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 person 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 mall 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 Liability 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 the 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) f Number of Days Notice: Organization(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. This endorsement changes the policy to which it is attached and is effective on 1he 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. 05-10) Includes copyrighted material of National Counc11 on Compensation Insurance, Inc. with its permission. Attachment Code: D573125 Certificate ID: 17683995 POLICY NUMBER: BAP 9730571 COMMERCIAL AUTO CA 20 48 10 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 organlzation(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 adaitional 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 agreement is prohibited by law. Information required to co111olete 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 Carrier Coverage Forms and Paragraph 0.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 Attachment Code: D5731 20 Certificate ID: 17683995 POLICY NUMBER: BAP 9730571 COMMERCIAL AUTO CA04441013 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 CARRIER 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 Effecti've Date: 7/4/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): Any person or organization you are required 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 the "loss" under a contract with that person or organization. CA 04 44 10 13 Attachment Code: D573129 Certificate 10: l 7683995 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 organization, 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 additional insured is required by a contract or agreement, 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. CG 20 3712 19 B. With respect to the insurance afforded to these additional insLlreds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured is the 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 tn the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit 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 0313 Attachment Code: D579070 Cettificate 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 prirnary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Narned 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: Th1s insurance is excess over: Any of the other insurance, Whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing 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-cohtributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-8 CW (04/13)