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HomeMy WebLinkAboutBrown and Caldwell; 2023-01-10; PSA23-2061UTILPSA23-2061UTIL City Attorney Approved Version 8/2/2022 1 AGREEMENT FOR ENGINEERING SUPPORT SERVICES FOR THE VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES 11B-15 AND THE AGUA HEDIONDA SEWER LIFT STATION BROWN AND CALDWELL THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City") and Brown and Caldwell, a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in engineering support services. B. Contractor has the necessary experience in providing professional services and advice related to design support during construction. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional 1 (one) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-nine thousand, eight hundred and eight dollars ($39,808). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-nine thousand, eight hundred- and eight-dollars dollars ($39,808) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D 10th January PSA23-2061UTIL City Attorney Approved Version 8/2/2022 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees, or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs, or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees, or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D PSA23-2061UTIL City Attorney Approved Version 8/2/2022 3 line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (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 City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D PSA23-2061UTIL City Attorney Approved Version 8/2/2022 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11.BUSINESS LICENSEContractor will obtain and maintain a City of Carlsbad Business License for the term of theAgreement, as may be amended from time-to-time. 12.ACCOUNTING RECORDSContractor will maintain complete and accurate records with respect to costs incurred under thisAgreement. All records will be clearly identifiable. Contractor will allow a representative of Cityduring normal business hours to examine, audit, and make transcripts or copies of records andany other documents created pursuant to this Agreement. Contractor will allow inspection of allwork, 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 pursuantto this Agreement is the property of City. In the event this Agreement is terminated, all workproduct produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copyof the work product for Contractor’s records. 14.COPYRIGHTSContractor agrees that all copyrights that arise from the services will be vested in City andContractor relinquishes all claims to the copyrights in favor of City. 15.NOTICESThe name of the persons who are authorized to give written notice or to receive written notice onbehalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Dave Padilla Name J.P. Semper Title Utilities Engineering Manager Title Project Manager Department Utilities Department Address 9665 Chesapeake Drive Ste.201 City of Carlsbad San Diego, Ca 92123 Address 5950 El Camino Real Phone No. 858-571-6726 Carlsbad, CA 92008 Email jpsemper@brwncald.com Phone No. 442-339-2356 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. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D PSA23-2061UTIL City Attorney Approved Version 8/2/2022 5 16.CONFLICT OF INTERESTContractor 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 reportinvestments or interests in all categories. Yes No 17.GENERAL COMPLIANCE WITH LAWSContractor will keep fully informed of federal, state and local laws and ordinances and regulationswhich in any manner affect those employed by Contractor, or in any way affect the performanceof 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 serviceswith 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 PROHIBITEDContractor will comply with all applicable local, state and federal laws and regulations prohibitingdiscrimination and harassment. 19.DISPUTE RESOLUTIONIf 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 agreementbetween the parties. Representatives of Contractor or City will reduce such questions, and theirrespective views, to writing. A copy of such documented dispute will be forwarded to both partiesinvolved along with recommended methods of resolution, which would be of benefit to bothparties. The representative receiving the letter will reply to the letter along with a recommendedmethod of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactoryto the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. TheCity Manager will consider the facts and solutions recommended by each party and may then optto direct a solution to the problem. In such cases, the action of the City Manager will be bindingupon the parties involved, although nothing in this procedure will prohibit the parties from seekingremedies available to them at law. 20.TERMINATIONIn the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of thetermination. If City decides to abandon or indefinitely postpone the work or services contemplatedby this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents ownedby City and all work in progress to City address contained in this Agreement. City will make adetermination of fact based upon the work product delivered to City and of the percentage of workthat Contractor has performed which is usable and of worth to City in having the Agreementcompleted. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. X DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D □ □ PSA23-2061UTIL City Attorney Approved Version 8/2/2022 6 Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. 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 City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D PSA23-2061UTIL City Attorney Approved Version 8/2/2022 7 26.AUTHORITYThe 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 authorityto bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California BROWN AND CALDWELL, a California corporation By: By: (sign here) Vicki V. Quiram, Utilities Director, as authorized by the City Manager Daniel A. Bunce, Senior Vice President (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: CINDIE K. McMAHON BY: _____________________________ City Attorney DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D 1 | P a g e Exhibit A Vista/Carlsbad Interceptor Sewer, Reaches 11B-15 and the Avenida Hedionda Sewer Lift Station Design PSA19-797UTIL COMMISSIONING SUPPORT SERVICES SCOPE OF WORK December 8, 2022 PSA23-2061UTIL Exhibit "A" DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D BrownANo • Caldwell • 2 | P a g e Project Scope of Work TABLE OF CONTENTS SUMMARY .....................................................................................................................................................3 TASK 3 – NEW IMPELLER OPTIMIZATION SERVICES ....................................................................4 Task 3.1 Programming Support ...........................................................................................................4 Task 3.2 Technical Memorandum (Optional) ......................................................................................4 Task 3.3 Testing/Optimization Support Services ................................................................................4 CONSULTANT FEE ......................................................................................................................................4 APPENDIX A Labor Hour/Cost Matrix PSA23-2061UTIL Exhibit "A" DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D 3 | P a g e SUMMARY Brown and Caldwell’s (BC) scope of work (SOW), as detailed herein, is intended to continue providing engineering support services during the commissioning of Contract No. PSA19-79UTIL, Vista/Carlsbad Interceptor Sewer, Reaches 11B-15, and Agua Hedionda Lift Station Design project. Under an existing contract with the City of Carlsbad (City), BC provided design, construction, and commissioning support services for the project, which was awarded to Pulice Construction, Inc. in 2015. Due to extenuating circumstances encountered, the impellers installed in AHLS’s lift pumps required replacement. Pulice Construction, Inc. and its pump supplier Pentair provided replacement impellers, which Encina Wastewater Authority (EWA) Operations and BC tested in 2022. Said replacement impellers provided significant performance improvements over the originally installed impellers. When testing the new impellers, the need for programming modifications was identified. The scope provided herein is intended to support the development and implementation of the program modifications. These modifications should allow AHLS’s control logic to better respond to the performance of the new impellers and in effect optimize AHLS’s operations. For the purposes of this SOW, the titles Construction Manager, Contract Documents, Submittals and Change Order shall have the meanings given in the Construction Contract between the City and the project Contractor. Services associated with this SOW are assumed to be conducted through April 2023. PSA23-2061UTIL Exhibit "A" DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D 4 | P a g e TASK 3 – NEW IMPELLER OPTIMIZATION SERVICES Task 3.1 Programming Support BC will coordinate with the Construction Manager (MJS CM), Encina Wastewater Authority (EWA), Enterprise Automations (EA), and the City of Carlsbad’s staff. Support services to be provided will assess the current performance of the Agua Hedionda Lift Station (AHLS), develop strategies for optimization through re-programming, as well as the field verification of program post-implementation. Work under this task will be conducted per the following sequence: 1. Perform one (1) field visit with EWA operators, and possibly EA, centered on system optimization 2. Develop an optimization task list; including programming needs to achieve identified optimization opportunities 3. Conduct two (2) virtual meetings with EA to develop the new program logic, review the updated functional specifications, and oversee virtual testing of new programming logic 4. Perform one (1) field visit with EA to upload the new program and do on-site verification testing Task 3.2 Technical Memorandum (Optional) At the City’s request, BC will prepare a technical memorandum documenting the efforts completed in the above Task 3.1, and the results verified in the field. Services under this task shall only be rendered with the written consent of the City prior to initiating the work. Once written consent is received from the City, services will be provided on an as-needed basis up to the total budget authorized by the City. Services anticipated under this task assume the following: 1. Perform one (1) field visit after program has been in operation for 2-weeks, and interview EWA operators on their experience 2. Technical Memorandum summarizing optimization efforts and results Task 3.3 Testing/Optimization Support Services BC will provide additional support services as-needed to assist the City’s in continued evaluate of AHLS’s performance. Work will be performed at the City’s request and will be provided on an as-needed basis up to the total budget authorized by the City. CONSULTANT FEE The Consultant’s total fee for the above services is $39,808, including Optional tasks, to be invoiced monthly on a time and materials basis. A detailed breakdown of the fee is included in Appendix A. PSA23-2061UTIL Exhibit "A" DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D City of Carlsbad - Vista/Carlsbad Interceptor Sewer, Reaches 11B-15, and Agua Hedionda Lift Station Design Phase Phase Description Project Principal Project Manager Project Sr. Eng Project Engineer Project Acct. Total Labor Hours Total Labor Effort Travel Mileage Total ODCs N/A Total Sub Cost Total Expense Cost Total Effort $300.00 $274.00 $246.00 $136.00 $135.00 300 New Impeller Optimization Services 4 48 56 68 17 193 $39,671 0 137 $137 0 $0 137 $39,808 301 Programming Support 24 32 24 8 88 $18,792 0 68 $68 0 $0 68 $18,860 302 Technical Memorandum (Optional)4 12 16 28 2 62 $12,502 0 68 $68 0 $0 68 $12,570 303 Testing/Optimization Support Services 12 8 16 7 43 $8,377 0 0 $0 0 $0 0 $8,377 Leave Blank and Protected GRAND TOTAL 4 48 56 68 17 193 $39,671 0 137 $137 0 $0 137 $39,808 Hours and Dollars are rounded to nearest whole number. CONSULTANT FEE SUMMARY 12/12/2022 PSA23-2061UTIL Exhibit "A" DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D ACORD® CERTIFICATE OF LIABILITY INSURANCE 5/31/20231 DATE (MM/DD/YYYY) ~ 05/16/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONS.TITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 22('1,!ACT 444 W. 47th Street, Suite 900 PHONE I ;£)2 Nol· IA/C No E-"· Kansas City MO 64112-1906 E-MAIL (816) 960-9000 .onD""""" kctsu@lockton.com INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire Insurance Company 19682 INSURED BROWN AND CALDWELL INSURER B: Property and Casualty Ins Co of Hartford 34690 1051212AND ITS WHOLLY OWNED SUBSIDIARIES INSURER c : Llovds of London AND AFFILIATES INSURER D: Twin Citv Fire Insurance Comnanv 29459 201 NORTH CIVIC DRIVE, SUITE 300 WALNUT CREEK CA 94596 INSURER E: INSURER F: COVERAGES * CERTIFICATE NUMBER: 14687189 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 SUBA I (rOLICY EFF i;oL1cY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD/YYYY MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 37CSEQU1172 05/31/202 05/31/202 EACH OCCURRENCE $ 2 000 000 -□ CLAIMS-MADE CK] OCCUR DAMAGE TU RENTED DDEMl~E~ {Ea occu .... .ancA' $ 2 000 000 MED EXP IAnv one □erson\ $ 10 000 -y N PERSONAL & ADV INJURY $ 2 000 000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4 000 000 =i POLICY[K) PRO-CK) LOC PRODUCTS -COMP/OP AGG $ 4 000 000 JECT OTHER: $ A AUTOMOBILE LIABILITY 37CSEQU1173 05/31/202, 05/31/202';. COMBINED SINGLE LIMIT $ 2,000,000 -/Ea accident\ X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx --OWNED SCHEDULED N N BODILY INJURY (Per accident) $ xxxxxxx -AUTOS ONLY -AUTOS K.. HIRED L NON-OWNED Fte?~fc~d\it?AMAGE $ xxxxxxx AUTOS ONLY AUTOS ONLY $ xxxxxxx -UMBRELLA LIAB H~CCUR NOT APPLICABLE EACH OCCURRENCE $ xxxxxxx EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx DED I I RETENTION $ $ WORKERS COMPENSATION X l~ffrllTi: I IOJ~- B AND EMPLOYERS" LIABILITY YIN 37WNQU1170 05/31/202, 05/31/202v D ANY PROPRIETOR/PARTNERJEXECUTIVE [BJ N/A N 37WBRQU1171 05/31/202, 05/31/202:l E.L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE· EA EMPLOYEE $ 2,000,000 If yes, describe under $ 2 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT C PROFESSIONAL LDUSA2200482 05/31/202, 05/31/2023 $1,000,000 PER CLAIM & LIABILITY N N AGGREGATE DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: SID 73123 SCADA MASTER PLAN UTIL1569. THE CITY OF CARLSBAD, CARLSBAD MUNICIPAL WATER DISTRICT ITS OFFICERS, AGENTS, AND EMPLOYEES ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY AND THIS COVERAGE IS PRIMARY, AS REQUIRED BY WRITTEN CONTRACT. THE ADDITIONAL INSUREDS' OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY BROWN AND CALDWELL WHERE REQUIRED BY WRITTEN CONTRACT. THIRTY (30) DAYS NOTICE OF CANCELLATION BY THE INSURER WILL BE PROVIDED TO THE CERTIFICATE HOLDER, TEN (10) DAYS NOTICE IN THE EVENT OF NONPAYMENT OF PREMIUM). CERTIFICATE HOLDER CANCELLATION ::iee 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. 14687189 AUTHORIZED REPRESENTATIVE CAR-23 CITY OF CARLSBAD/CMWD ATTENTION: GRAHAM JORDAN 5950 EL CAMINO REAL £~ CARLSBAD CA 92008 ~ /e1 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : D465358 Certificate ID : 14687189 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEQU1172 Policy Term: 05/31/2022 to 05/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION II This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILl1Y COVERAGE PART SCHEDULE Name of Additional InsuredPerson(s) or Designated Project(s) or Location(s) of Covered Organization(s ): Operations: Where required by written contract. Where required by written contract. Infonnation required to comnlete 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 abm,e with whom you agreed in a written contract or written agreement to provide insurance such as is afforded under this policy, but only to the extent that such person or organization is liable for "bodily injury", "property damage" or "personal and ad'.€rtising injury" caused by: 1. Your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations for such additional insured at the project(s) or location(s) designated in the Schedule; b. In connection with your premises owned by or rented to you and shown in the Schedule; or c. In connection with "your work" for the additional insured at the project(s) or location(s) designated in the Schedule and included within the "products-completed operations hazard", but only if: 2. The written contract or agreement requires you to provide such co\.€rage to such additional insured at the project(s) or location(s) designated in the Schedule; and 3. This Co\.€rage Part provides co\.€rage for "bodily injury" or "property damage" included within the "products-completed operations hazard". 1. The acts or omissions of the additional insured in connection with their general supervision of your operations at the projects or locations designated in the Schedule. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : D465358 Certificate ID : 14687189 A. The insurance afforded to these additional insureds applies only if the "bodily injury" or "property damage" occurs, or the "personal and ad"9rtising injury" offense is committed: 1. During the policy period; and 2. Subsequent to the execution of such written contract or written agreement; and 3. Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. B. With respect to the insurance afforded to the additional insureds under this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and ad\iertising injury" arising out of the rendering of or failure to render any professional architectural, engineering or suf\ieying services by or for you, including: 1. The preparing, approving, or failing to prepare or appro1,9 maps, shop drawings, opinions, reports, suf\ieys, field orders, change orders, designs or specifications; and 2. Supervisory, inspection, architectural or engineering activities. A. Limits of Insurance With respect to insurance provided to the additional insured shown in the Schedule, Paragraph 8. How Limits of Insurance Apply To Additional Insureds in Section Ill -Limits of Insurance does not apply. B. Duties Of Additional Insureds In The Event Of Occurrence, Offense, Claim Or Suit The Duties Condition in Section IV -Conditions is replaced by the following and applies to the additional insured shown in the Schedule: 1. Notice Of Occurrence Or Offense The additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: a. How, when and where the "occurrence" or offense took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the "occurrence" or offense. 2. Notice Of Claim If a claim is made or "suit is brought" against the additional insured, the additional insured must: a. Immediately record the specifics of the claim or "suit" and the date recei\ied; and b. Notify us as soon as practicable. The additional insured must see to it that we recei\ie written notice of the claim or "suit" as soon as practicable. 3. Assistance And Cooperation Of The Insured The additional insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers recei\ied in connection with the claim or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the in\iestigation or settlement of the claim or defense DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code: D465358 Certificate ID: 14687189 against the "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. 4. Obligations At The Additional Insureds Own Cost No additional insured will, except at that insured's own cost, \Oluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5. Additional Insureds Other Insurance If we co\Br a claim or "suit" under this Co\Brage Part that may also be co\Bred by other insurance available to the additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. Howe\Br, this provision does not apply to the extent that you ha\€ agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. 6. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs 1. and 2. apply to the additional insured only when such "occurrence", offense, claim or "suit" is known to: a. The additional insured that is an individual; b. Any partner, if the additional insured is a partnership; c. Any manager, if the additional insured is a limited liability company; d. Any "executi\€ officer'' or insurance manager, if the additional insured is a corporation; e. Any trustee, if the additional insured is a trust; or f. Any elected or appointed official, if the additional insured is a political subdivision or public entity. C. Other Insurance With respect to insurance provided to the additional insured shown in the Schedule, the Other Insurance Condition Section IV -Conditions is replaced by the following: 1. Primary Insurance d. Primary Insurance When Required By Contract This insurance is primary if you ha\€ agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary we will share with all that other insurance by the method described in 3. below. e. Primary And Non-Contributory To Other Insurance When Required By Contract If you ha\€ agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs a. and b. do not apply to other insurance to which the additional insured has been added as an additional insured or to other insurance described in paragraph 2. below. 2. Excess Insurance This insurance is excess o\Br any of the other insurance, whether primary, excess, contingent or on any other basis: e. YourWork That is Fire, Extended Co\Brage, Builder's Risk, Installation Risk or similar co\Brage for DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : D465358 Certificate ID : 14687189 "your work"; g. Premises Rented to You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; h. Tenant Liability That is insurance purchased by you to co-..er your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; i. Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Co-..erage A -Bodily Injury And Property Damage Liability; j. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I -Co-..erage A -Bodily Injury Or Property Damage Liability; or k. When You Are Added As An Additional Insured To Other Insurance That is any other insurance available to you co-..ering liability for damages arising out of the premises or operations, or products and completed operations, for which you ha-..e been added as an additional insured by that insurance. When this insurance is excess, we will ha-..e no duty under Co-..erages A or B to defend the insured against any "suit" if any other insurer has a duty to defend against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess o-..er other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance prmi1sion and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Co-..erage Part. 3. Method of Sharing If all other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whiche-..er comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code: D465353 Certificate ID: 14687189 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1172 Policy Term: 05/31/2022 to 05/31 /2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-23 CITY OF CARLSBAD/CMWD 5950 EL CAMINO REAL CARLSBAD, CA 92008 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term . Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code: D465339 Certificate ID : 14687189 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1173 Policy Term: 05/31/2022 to 05/31 /2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-23 CITY OF CARLSBAD/CMWD 5950 EL CAMINO REAL CARLSBAD, CA 92008 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder( s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code: D465339 Certificate ID : 14687189 IH 12 00 11 85 DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : D465340 Certificate ID : 146871 89 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Property and Casualty Ins Co of Hartford & Twin City Fire Insurance Company Policy Number: 37WNQU1170 & 37WBRQU1171 Policy Term: 05/31 /2022 to 05/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS CAR-23 CITY OF CARLSBAD/CMWD 5950 EL CAMINO REAL CARLSBAD, CA 92008 This policy is subject to the following additional conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : D465374 Certificate ID: 14687189 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Nmnber: LDUSA2200482 Policy Term: 05/31/2022 to 05/31/2023 PROFESSIONAL AND POLLUTION LIABILITY -NOTICE OF CANCELLATION CAR-23 CITY OF CARLSBAD/CMWD 5950 EL CAMINO REAL CARLSBAD, CA 92008 IN THE EVENT THE UNDERWRITERS CANCEL OR NON-RENEW TIIlS POLICY OR IN THE EVENT OF A MATERIAL CHANGE TO nns POLICY, UNDERWRITERS SHALL MAIL WRITTEN NOTICE OF SUCH CANCELLATION, NON-RENEW AL OR MATERIAL CHANGE, TO SUCH CERTIFICATE HOLDER WITHIN 30 DAYS; PROVIDED, HOWEVER, THAT THE INSURERS SHALL NOT BE REQUIRED TO PROVIDE SUCH NOTICE MORE THAN 45 DAYS PRIOR TO THE EFFECTIVE DATE OF CANCELLATION, NON-RENEWAL OR MATERIAL CHANGE. ' DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code: D465343 Certificate ID: 14687189 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Property and Casualty Ins Co of Hartford & Twin City Fire Insurance Company Policy Number: 37WNQU1170 and 37WBRQU1171 Policy Term: 05/31/2022 to 05/31 /2023 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 shall not operate to directly or indirectly benefit anyone not named in the Schedule. SCHEDULE Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us. DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Miscellaneous Attachment: M484217 Certificate ID: 14687189 A.M. BEST RATINGS Twin City Fire Insurance Company -Rating: A+ (Superior) XV Lloyds of London -Rating: A (Excellent) XV Property and Casualty Ins Co of Hartford -Rating: A+ (Superior) Travelers Property Casualty Company of America -Rating: A++ (Superior) XV DocuSign Envelope ID: 454D9C8D-3982-4130-BE81-DB1CAEE2074D Attachment Code : 0465338 Certificate ID : 14687189 COMMERCIAL AUTO CA 20 48 10/13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED 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 the 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: Named Insured: BROWN AND CALDWELL Endorsement Effective: 05/31/2022 Name of Person(s) or Organization(s): Where required by written contract. SCHEDULE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) 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 48 10/13