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Water Resources Economics LLC; 2023-04-18; PSA23-2153UTIL
PSA23-2153UTIL General Counsel Approved Version 12/28/2022 1 AGREEMENT FOR FINANCIAL AND RATE SERVICES WATER RESOURCES ECONOMICS, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2023, 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, California, ("CMWD"), and Water Resources Economics, LLC, a limited liability company, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in as- needed financial and rate services. B. Contractor has the necessary experience in providing professional services and advice related to as-needed financial and rate services. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 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 two hundred and ten (210) working days from the date first above written. 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 eleven thousand eight hundred thirty-two dollars ($11,832). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 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 DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F April 18th PSA23-2153UTIL General Counsel Approved Version 12/28/2022 2 as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD’s election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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 the their self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F PSA23-2153UTIL General Counsel Approved Version 12/28/2022 3 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F PSA23-2153UTIL General Counsel Approved Version 12/28/2022 4 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 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 notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD For Contractor Name Shoshana Aguilar Name Sanjay Gaur Title Senior Management Analyst Title 10830 Pickford Way Carlsbad Municipal Water District Address 10830 Pickford Way Address 5950 El Camino Real Culver City, CA 90230 Carlsbad, CA 92008 Phone 213-327-4405 Phone 760-814-0241 E-mail sgaur@water-economics.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 ☒ DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F PSA23-2153UTIL General Counsel Approved Version 12/28/2022 5 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 that the services 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 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, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. 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. 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. DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F PSA23-2153UTIL General Counsel Approved Version 12/28/2022 6 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F PSA23-2153UTIL General Counsel Approved Version 12/28/2022 7 26. 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. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad WATER RESOURCES ECONOMICS, LLC, a limited liability company By: By: (sign here) Vicki Quiram, General Manager as authorized by the Executive Manager Sanjay Gaur, Managing Member (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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, General Counsel By:_____________________________ General Counsel DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F Page 1 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 March 13, 2023 Shoshana Aguilar Senior Management Analyst Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Subject: As Needed Financial and Rate Services Dear Ms. Aguilar, Water Resources Economics, LLC (WRE) is pleased to submit this proposal to the Carlsbad Municipal Water District (District) for As Needed Financial and Rate Services. I am available to assist the District on present and future Financial and Rate matters, as called upon. The District is seeking a consultant who is considered an expert in rate making in California and understands the future challenges agencies in the state will face and WRE is well-qualified to provide this service. I have conducted hundreds of water and wastewater rate studies over the last 25 years around California and I am a leading expert in developing rates that can withstand different financial and legal challenges. I understand the various technical, political, and regulatory standards associated with designing defensible rates. I have attached my resume showing the agencies I have worked with over the last two decades, along with numerous published articles I have authored on this subject. It would be my pleasure to assist the District on this important project. If you have any questions, please contact me at 213-327-4405 or by email at sgaur@water-economics.com Sincerely, Sanjay Gaur Principal Consultant Water Resources Economics, LLC PSA23-2153UTIL Exhibit "A" DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F rater Resources conomics ~~~~~!~~~.~~E VALUE ANO PRICE OF As Needed Financial and Rate Service Carlsbad Municipal Water District Page 2 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 Approach Task 1: Assist with Future Rate Adoption The District will be utilizing Carollo Engineering for the next round of rate adoption. WRE is available to assist the District in providing a 3rd party review and additional insurance that the proposed rates address all financial, political, and legal requirements. It is proposed that WRE will be available for 6 webinars to review Carollo Engineering’s work. Meetings: Six (6) webinar with staff and Carollo Engineering. Deliverables: None Task 2: Optional Task for Additional Analysis As requested by the District, WRE would be available to provide additional analysis. We have allocated 20 hours for this task. Meetings: As requested Deliverables: As requested Task 3: Optional in-person meeting As requested by the District, WRE would be available to attend two in-person meetings. These meetings could be with District staff, stakeholder or even City Council. WRE is available to present information developed for the next round of rate adoption. Meetings: Two (2) in person meeting Deliverables: PowerPoint Presentation PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 3 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 Fees Based on the above outline of services, WRE can perform this scope of work for $19,720. WRE will invoice the District monthly based on time and materials. Below is a detailed budget showing the hourly rate and hours by task. Task In Person Meeting Webinar Meetings Project Manager Total $290 Task 1: Assist with Future Rate Adoption 6 24 6,960$ Task 2: Optional Task for Additional Analysis 20 5,800$ Task 3: Optional in-person meeting 2 24 6,960$ Total 2 6 68 19,720$ Water 7,888$ Wastewater 7,888$ Recycled 3,944$ PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 4 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 Statement of Qualifications and Experience Water Resources Economics – Our Role in the Water Community Water and wastewater agencies are facing many different challenges, including water scarcity, the need to refurbish aging infrastructure, increased water quality needs, lack of trust of government, increased participation based on information that may not be accurate, and ever-increasing rates. Water Resources Economics was developed to tackle these challenges. By having an open, transparent dialogue, we are able to convey the value that water and wastewater services provide to the community and the challenges it faces. Proposed Rate Advisor Sanjay Gaur has more than 25 years of financial and rate consulting experience with water and wastewater utilities and has served as a consultant to more than 100 agencies in Arizona, California, Nevada, and the Caribbean. He has provided his insight into utility rate and conservation-related matters through articles in Journal AWWA and other publications and served as an expert source on rates development quoted in the Los Angeles Times and New York Times. He has co-authored several industry guides, including AWWA’s Manual M1 Principles of Water Rates, Fees and Charges, 7th Edition; AWWA’s Water Rates, Fees, and the Legal Environment, 2nd Edition; and Water and Wastewater Finance and Pricing: The Changing Landscape. He is a member of AWWA’s Rates and Charges Committee. Mr. Gaur was a Peace Corps volunteer in Bulgaria. He holds a master’s degree in Applied Economics from UC Santa Cruz and a Master in Public Administration - International Development from the Kennedy School of Government, Harvard University. Resume attached, beginning on page 7. Example Work / References City of Santa Cruz Rosemary Menard, Water Director Santa Cruz Water Department RMenard@cityofsantacruz.com (831) 420-5205 Mr. Gaur has assisted Santa Cruz Water Department since 2010. The City of Santa Cruz water use is one of the lowest in the United States. In addition, community members understand the scarcity of water and are sensitive to affordability concerns for low-end water users. Community members are active and demand that the water rates reflect these values. However, this translates into revenue instability for water enterprise, especially during water rationing in drought conditions. In addition, the water enterprise is undergoing an intensive capital refurbishment plan over the next 10 years. Water enterprise needs to issue debt and needs to show the rating agencies that they can meet these future obligations, especially given that 90% of the revenue is dependent on water sales. Mr. Gaur has successfully assisted the Water Department in meeting both goals, having water rates that reflect the scarcity and promote affordability, while demonstrating to the bond market it can meet future obligations. Mr. Gaur has successfully had the City adopt a five-year rate schedule, drought rates and capacity fees. PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 5 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 Quote from Ms. Menard: I have had several opportunities to work with Sanjay Gaur on utility financial planning over the last eight years and I greatly appreciate his comprehensive knowledge of utility financial planning and rate-making principles and practices. He works collaboratively with his clients, understands the difference between analysis and policy decisions, and facilitates effective engagement of utility staff, governing board policy makers and community interests in financial planning and rate-making processes. Working with Sanjay is a strategy that any agency can use to “up their game” when it comes to the challenging public policy issues many utilities face today. Placer County Water Agency Joseph H. Parker Director of Financial Services jhparker@pcwa.net 530-823-4875 Mr. Gaur has assisted Placer County Water Agency since 2015. The most significant rate study he conducted for the Agency was in 2017, where the agency had many different types of services and rates. These rates were developed independently by acquiring different water agencies. Mr. Gaur assisted the Agency in developing a comprehensive cost-of-service study that showed the nexus of how the rates are determined for treated retail, treated wholesale, untreated retail, and untreated resale. The process was complicated by having to address the historical canal system developed during the California Gold Rush and the rationality of the miner’s-inch rates for agriculture that sustained the cultural aspect of the county, while meeting state regulatory requirements. Mr. Gaur facilitated several workshops with Executive Staff, and members of the Finance Committee and Board. The rates were adopted successfully in 2017. Quote from Mr. Parker: Over the years, Sanjay Gaur has been and continues to be an exceptional asset for my agency. I have collaborated with Sanjay for almost 15 years and have appreciated his original thinking, his preparedness, and his ability to facilitate technical discussions and quickly respond to detailed questions in a clear, articulate manner. I first met Sanjay soon after I became Chair of ACWA’s Finance Committee and during my ten years as Chair, Sanjay’s expertise was a source of support for ACWA members, as he led training sessions at ACWA’s semi-annual conferences. Sanjay is a strong communicator supported by sharp analytical skills and a solution-focused attitude. His insight has been appreciated by my Board and gained him respect as our “go-to” resource. Western Municipal Water District Kevin C. Mascaro Director of Finance kmascaro@wmwd.com (951) 571-7160 Mr. Gaur has worked with Western Municipal Water District since 2007. He assisted the District on several financial and rate matters. The most significant study was the development and implementation PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 6 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 of a water budget rate structure. The District moved from a uniform rate structure to a tiered water budget rate. The rate structure was successfully implemented, which helped the agency promote water efficiency, affordability for essential use and enhance revenue stability. In 2018, Western Municipal Water District had a rate challenge over its water budget rates. Mr. Gaur assisted the District in developing the legal arguments and the District prevailed in the lawsuit. Quote: Mr. Mascaro For over a decade, Sanjay has provided wisdom to our agency in the formulation of water rates and capacity charge policies. His intelligence, personable character, and proven industry insight have benefited us greatly. Fallbrook Public Utility District Jack Bebee General Manager jackb@fpud.com (760) 728-1125;1105 Mr. Gaur assisted the District in adopting a five-year rate schedule in 2017. The District was evaluating an alternative water supply to increase reliability and provide water for future development. Mr. Gaur developed the appropriate financial strategy. In addition, the District’s service area has historically been mainly agricultural. Increased water costs and property values have made this industry vulnerable, which has increased the political climate of any rate increase. Mr. Gaur successfully worked with the Board in having the five-year rates adopted. Quote from Mr. Bebee: Sanjay played a critical role in getting our District on a solid financial footing through development of our financial plan and a five-year rate increase strategy. His ability to help explain the District’s financial needs to both our governing board as well as a very engaged public was key to our successful implementation of a sustainable financial program. PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 7 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 Resume PROFILE Sanjay Gaur has more than 25 years of financial and rate consulting experience with water and wastewater utilities and has served as a consultant to more than 100 agencies in Arizona, California, Nevada and the Caribbean. He has provided his insight into utility rate and conservation-related matters through articles in Journal AWWA and other publications and served as an expert source on rates development quoted in the Los Angeles Times and New York Times. He has co-authored several industry guides, including AWWA’s Manual M1 Principles of Water Rates, Fees and Charges, 7th Edition; AWWA’s Water Rates, Fees, and the Legal Environment, Second Edition; and Water and Wastewater Finance and Pricing: The Changing Landscape. He is a member of AWWA’s Rates and Charges Committee. Mr. Gaur was a Peace Corps volunteer in Bulgaria. He holds a master’s degree in Applied Economics from UC Santa Cruz and a Master in Public Administration - International Development from the Kennedy School of Government, Harvard University. TECHNICAL SPECIALTIES Financial analysis Cost of service studies Conservation rate structure design Capacity fee studies Cost benefit analysis Econometric analysis PROFESSIONAL HISTORY - Water Resources Economics, LLC, Principal Consultant (2021-present) - Raftelis Financial Consultants, Inc., Vice President (2015-2021); Senior Manager (2012-2014); Manager (2009-2012) - Red Oak Consulting, Division of Malcolm Pirnie (2007-2009) - MuniFinancial (2005-2006) - A & N Technical Services (1999–2003) - United States Peace Corps, Bulgaria (1995-1997) EDUCATION Master in Public Administration - International Development, Kennedy School of Government - Harvard University (2003) Master of Science, Applied Economics - University of California, Santa Cruz (1994) Bachelor of Arts, Economics and Environmental Studies - University of California, Santa Cruz (1992) RECENT PROJECT EXPERIENCE - Alameda County Water District (CA) - Financial Plan Study and Annual Updates, Conservation Tiered Rate Feasibility Analysis, Drought Rate Study, Water Cost of Service and Rate Study, and other Ad-hoc Support - Amador Water District (CA) – Water and Wastewater Rate Study - American Water Company (CA) - Water Rate Study - City of Buckeye (AZ) – Water Rate Study and Capacity fee - Borrego Water District (CA) – Financial Planning Study, Groundwater Sustainability Plan, Water Rate Study, and Basin Management Evaluation - City of Calexico (CA) - Water and Sewer Rate Study PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 8 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 - City of Camarillo (CA) – Water and Wastewater Rate Study, Financial Plan Study, and Cost of Service Study, - Carpinteria Sanitary District (CA) – Sewer Rate and Fee Study - Castaic Lake Water Agency (CA) – Wholesale Water Rate Study, Drought Rates, Rate Analysis, and Facility Capacity Fees - Central Basin Municipal Water District (CA) – Financial Plan - City of Chino (CA) – Water Budget Rate Design, Financial Plan Study and Cost of Service and Rate Design - City of Chowchilla (CA) – Water and Wastewater Rate Study - Coastside County Water District (CA) – Water Rate Study - Contra Costa Water District (CA) – Financial Plan Study, Water Rate Study and Drought Rates Study - City of Corona (CA) – Water Budget Rate Study, Wastewater Capacity Fees Study - Cucamonga Valley Water District (CA) – Financial Plan, Water Conservation Rate Study, and Drought Rates - East Bay Municipal Utility District (CA) – Water and Wastewater Cost of Service and Rate Study - Eastern Municipal Water District (CA) – Water Budget Study and Financial Plan Study - East Orange County Water District (CA) - Water Budget Study, Sewer Capacity Fees Study, and Financial Plan Study - Elsinore Valley Municipal Water District (CA) – Financial Model, Drought Rate Analysis, Water and Recycled Water Rate Study, Capacity Fee Study, and Wastewater Rate Study - El Toro Water District (CA) – Water Budget Study and Recycled Water Financial Plan Study - City of Escondido (CA) – Water and Wastewater Rate Study and Capacity Fees Study - Fallbrook Public Utilities District (CA) – Water, Wastewater and Recycled Water Rate Study - City of Florence (AZ) – Water and Wastewater Rate Study - City of Gilbert (AZ) – Fire Financial Plan - City of Glendora (CA) – Water Budget Feasibility Study - City of Gridley (CA) – Water Rate Study - Helix Water District (CA) – Water Rate and Cost of Service Study - Hi-Desert Water District (CA) – Water Rate Study - City of Hollister (CA) - Sewer Rate and Impact Fee Study, Water Rates Study, and Capacity Fee Study - City of Huntington Beach (CA) - Sewer Rate Study, Water Budget Rate Study, and Financial Plan Study - Imperial County Gateway County Service Area (CA) – Water and Wastewater Rate Study - Indio Water Authority (CA) - User Fee Study and Water Rate Study - Inland Empire Utilities Agency (CA) – Conservation Rate Structure Workshop and Financial Plan Study - Inyo County Water Department (CA) – Water Rate Study - Irvine Ranch Water District (CA) - Conservation Study - Jurupa Community Services District (CA) – Water Budget Study - La Habra Heights County Water District (CA) – Wheeling Rate Study and Financial Plan Study - La Puente Valley County Water District (CA) – Water Rate and Fee Study - Las Virgenes Municipal Water District (CA) – Water Budget Rate Study, Water, RW and WW Financial Plan and Rate Studies, Capacity Fees Study - City of Livermore (CA) – Water Cost of Service Study - City of Livingston (CA) - Water Rate Study - City of Lomita (CA) - Water Rate Workshop - City of Long Beach (CA) - Water, Recycled Water and Wastewater Financial Plan and Rate Studies - Los Alamos Community Services District (CA) – Water and Wastewater Rate Study - Los Angeles Department of Water and Power (CA) - Daily Demand Estimates - City of Lynwood (CA) - Cost Allocation Plan PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 9 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 - City of Malibu (CA) – Wastewater and Recycled Water Rate Study - Mammoth Community Water District (CA) – Water Rate Study - City of Merced (CA) - Water and Sewer Rate and Impact Fee Study - Mesa Consolidated Water District (CA) – Financial Plan Study, Cost Comparison Study, Water and Recycled Water Cost of Service and Rate Design Study - Metropolitan Water District of Southern California (CA) – Drought Allocation Model, Long Range Financial Plan, and Cost of Service Evaluation - Mill Valley - Tamalpais Community Services District (CA) – Financial Plan Study - Mojave Water Agency (CA) – Financial Plan Study, Financial Impact Analysis for Water Exchange and Leasing Programs and Water Reliability Rate Development - Modesto Irrigation District (CA) – Stormwater Fee Study - Monterey Peninsula Water Management District (CA) - Water Budget Study - Municipal Water District of Orange County (CA) - Conservation Potential Study and Rate Study - City of Newport Beach (CA) – Water Rate Study - City of Palo Alto (CA) – Water Cost of Service and Rate Study - Pasadena Water and Power (CA) - Water Cost of Service and Rate Design Study - Placer County Water Agency (CA) – Cost of Service, Rate, and Financial Plan Study - City of Pomona (CA) – Rate Study - City of Port Hueneme (CA) - Water and Solid Waste Rate Study - City of Orange (CA) – Water and Sanitation Rate Study - Rancho California Water District (CA) – Water Budget Rate Study, Water Demand Offset Fees, Commercial Water Budget Revision Study, Alternative Water Supply Feasibility Analysis - City of Reno (NV) – Wastewater Rate Study - City of Rio Vista (CA) - Water and Sewer Rate and Impact Fee Study - Rubidoux Community Services District (CA) – Rate Advisor - Salton Community Services District (CA) – Sewer Rate Study - San Benito County Water District (CA) – Water Rate Study - City of San Clemente (CA) – Water and Wastewater Rate Study - San Diego County Water Authority (CA) - Indexing Model and Wholesale Water Rate - San Gorgonio Pass Water Agency (CA) – Long Range Strategic Financial Plan - City of San Juan Capistrano (CA) – Water Rate Study - Santa Clara Valley Water District (CA) - Project Evaluation - Water Conservation Project - Santa Clarita Water District (CA) – Retail Water Rate Study - City of Santa Cruz (CA) - Financial Plan, Water Budget Feasibility Analysis, Cost of Service and Rate Study, Drought Rate Study, Capacity Fees Update and Water Demand Offset Fees Analysis, and Alternative Water Supply Feasibility Analysis - Scotts Valley Water District (CA) – Water and Recycled Water Rate Study - City of Shasta Lake (CA) – Water Rate Study and Water and Wastewater Capacity Fee Study - City of Sierra Madre (CA) – Water and Sewer Rate Study - City of Signal Hill (CA) – Water Rate and Cost of Service Study - City of Simi Valley (CA) – Sewer Rate Study - Soquel Creek Water District (CA) – Water Rate Structure Study - South Coast Water District (CA) – Water Budget Assessment - South Mesa Water Company (CA) – Rate Structure and Recycled Water Rate Study - City of South Gate (CA) - Water Impact Fee - Sunnyslope County Water District (CA) – Water Rates and Capacity Fees - Temescal Valley Water District (CA) – Water and Sewer Rate Study and Capacity Fee Study - Trabuco Canyon Water District (CA) – Water Rate Study PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 10 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 - City of Thousand Oaks (CA) – Water and Wastewater Cost of Service and Financial Plan Study - City of Ventura (CA) – Water and Wastewater Rate Study - City of Vista (CA) - Sewer Rate and Connection Fee Study - Walnut Valley Water District (CA) - Water Rate Study - City of Watsonville (CA) – Utility Enterprise Rate Study - Western Municipal Water District (CA) - Financial Plan, Capacity Fees, and Water Budget Rate Studies - Yorba Linda Water District (CA) - Sewer and Water Budget Rate Study, Financial Plan Study, and Cost of Service Rate Study - Zone 7 Water Agency (CA) – Cost of Service Study and Water Rate Study Update Publications - Wittern, M., Gaur, S., “Protecting Against Water Rate Challenges With the Equivalent of Bear Spray,” Journal – American Water Works Association, March 2022, Volume 114, Issue 2 - Harmon, K., Mukherjee, M., Gaur, S., Atwater D., “Evaluating Water Saving from Budget-Based Tiered Rates in Orange County, California,” Water Economics and Policy, 2021, Volume 07, No. 2, 2150007 - Gaur, S., Smith, V., Kostiuk, K., “Mandates and Messaging: How Californians Responded to the State’s Historic Drought,” Journal – American Water Works Association, March 2019, Volume 111, Number 3. - Gaur, S., Magu, D. “California Water Rate Trends: Maintaining Affordable Rates in a Volatile Environment,” Journal – American Water Works Association, September 2017, Volume 109, Number 9. - Contributing Author to “M1 Principles of Water Rates, Fees and Charges” 7th Edition, American Water Works Association, 2017. - Gaur, S., Giardina, R.D., Kiger, M.H., Zieburtz, W., “Committee Report: Ripples from the San Juan Capistrano Decision,” Journal – American Water Works Association, September 2016, Volume 108, Number 9. - Gaur, S., Alikhan, A., Kostiuk, K. “The Drought is over – Now is the time to develop drought rates,” CSMFO Magazine, July 1, 2016. - Gaur, S., Alikhan, A., Crea, J. “Developing Drought Rates: Why Agencies Should Prepare for a Not-So- Rainy Day,” January 2016, Volume 108, Number 1. - Gaur, S., Isaac, Habib “There's Opportunity in the San Juan Capistrano Rates Decision,” Source California-Nevada Section AWWA, Fall 2015, Volume 29, Number 4. - Gaur, S., Atwater, D., “California Water Rate Trends,” Journal – American Water Works Association, January 2015, Volume 107, Number 1. - Contributing Author to “Water and Wastewater Finance and Pricing: The Changing Landscape,” 4th Edition, 2015, CRC Press, Editor: George Raftelis. - Gaur, S., Atwater, D., Cruz, J., “Why do Water Agencies need Reserves?” Journal – American Water Works Association, November 2014, Volume 106, Number 11. - Gaur, S., Atwater, D., Lee, J., “Conservation Rates Offer Options,” CA/NV Section of American Water Works Association, Spring 2014, Volume 28, Number 2. - Gaur, S., Lim, B., Phan, K., “California Water Rate Trends,” Journal – American Water Works Association, March 2013, Volume 105, Number 3. - Contributing Author to “Water Rates, Fees and the Legal Environment,” 2nd Edition, American Water Works Association, 2010 Editor: C.(Kees) W. Corssmit. PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F As Needed Financial and Rate Service Carlsbad Municipal Water District Page 11 Water Resources Economics / sgaur@water-economics.com / 213-327-4405 - Hildebrand, M. Gaur, S. and Salt, K. “Water Conservation Made Legal: Water Budgets and California Law,” Journal of American Water Works, 101:4 April 2009, p.85-89. - Gaur, S. “Policy Objectives in Designing Water Rates,” Journal of American Water Works, 99:5 May 2007, p.112- 116. - Gaur, S., "Adelman and Morris Factor Analysis of Developing Countries," The Journal of Policy Modeling, Vol. 19, Issue 4, pp. 407-415, August 1997. PSA23-2153UTIL Exhibit "A" (cont'd) DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F 09/22/2022 The Liberty Company Insurance Brokers Lic #0D79653 5955 De Soto Ave, Ste 250 Woodland Hills CA 91367 Caitlin Elsasser (415) 892-1039 Caitlin.Elsasser@libertycompany.com Water Resources Economics, LLC 10830 Pickford Way Culver City CA 90230 Sentinel Insurance Company 11000 Hartford Ins Co of the Midwest 37478 22-23 GL Auto WC UMB PL A Y 57SBMBN7148 07/19/2022 07/19/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 57SBMBN7148 07/19/2022 07/19/2023 1,000,000 A 10,000 57SBMBN7148 07/19/2022 07/19/2023 5,000,000 5,000,000 B N 57WECAM5U2P 07/19/2022 07/19/2023 1,000,000 1,000,000 1,000,000 A Professional Liability 57SBMBN7148 07/19/2022 07/19/2023 Each Claim $ 1,000,000 Aggregate $ 2,000,000 Whereby required by written contract or agreement, City of Carlsbad is included as an Additional Insured under the Commercial General & Auto Liability on a Primary/Non-Contributory basis. 30 days notice of cancellationin of policies will be provided to additional insured. City of Carlsbad/CMWD c/o EXIGIS Insurance Comp Serv P.O. Box 947 Murrieta CA 92564 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F ~® ACORD X I - ,...._ ~ □ f-- ,...._ -X ,...._ X ,...._ IXI [8] □ -,...._ X H XI I I □ 005 05/04/22 07/19/23 57 SBM BN7148 SS 00 01 03 14 SS 00 05 10 08 SS 00 08 04 05 SS 00 45 12 06 SS 00 60 09 15 SS 00 64 09 16 SS 01 21 02 20 SS 42 06 03 17 SS 04 38 09 09 SS 40 26 03 17 SS 41 63 06 11 SS 05 09 07 00 SS 05 47 09 15 IH 12 05 02 21 SS 50 19 01 15 SS 00 59 06 15 IH 99 40 04 09 IH 99 41 04 09 SX 80 01 06 97 SS 83 76 01 15 SS 89 93 07 16 Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Form Numbers of Forms and Endorsements that apply: DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 CERTIFICATE OF EXEMPTION WORKERS’ COMPENSATION/EMPLOYERS’ LIABILITY INSURANCE I, , am the [insert name] [title] of . I hereby certify that [name of company] [name of company] has no employees and is not required by law to maintain workers’ compensation or employers’ liability insurance. Should employ any person [name of company] during the term of the Agreement with the City of Carlsbad for , [description of project or work that is being contracted] then workers’ compensation and employers’ liability insurance will be obtained. [Name] [Title and name of company or corporation] Sanjay Gaur Principal Consultant / Owner Water Resource Economics, LLC Water Resources Economics, LLC Water Resource Economics, LLC Third Party Cost of Service & Rate Review Sanjay Gaur Prinicipal Consultant / Owner - Water Resources Economics, LLC DocuSign Envelope ID: 6C02CD78-CBEA-4EF2-9253-563ACB565B9F