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Harris & Associates Inc; 2023-05-03;
City Attorney Approved Version 12/28/2022 1 AGREEMENT FOR ASSESSMENT DISTRICT ADMINISTRATION AND ENGINEERING SERVICES HARRIS & ASSOCIATES, INC. 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 Harris & Associates, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of an engineering firm that is experienced in assessment district administration and engineering services. B. Contractor has the necessary experience in providing professional services and advice related to assessment district administration and engineering services. 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 three (3) years 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. Consultant shall not be liable for delays that are caused by an occurrence beyond the reasonable control of the Consultant and without its fault or negligence, such as acts of God or the public enemy, acts of the Government, fires, flood, earthquake, pandemics, epidemics, quarantine, restrictions, strikes, and unusually severe weather. 5. COMPENSATION The total annual fee payable for the Services to be performed will be in an amount not to exceed twenty nine thousand four hundred dollars ($29,400), with an annual fee increase for each subsequent Agreement year not to exceed 3%, as further described in Exhibit “A”. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 May 3rd City Attorney Approved Version 12/28/2022 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, defend, and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including reasonable 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, attorneys’ 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. To the extent that Consultant’s services arise out of Consultant’s performance as a “design profession” (as that term is defined in California Civil Code Section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Consultants’ above indemnity obligation, including the cost defend, shall be limited to the extent required by California Civil Code Section 2782.8, upon Consultant obtaining a final adjudication by a court of competent jurisdiction. Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 City Attorney Approved Version 12/28/2022 3 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or 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. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 City Attorney Approved Version 12/28/2022 4 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Roxanne Muhlmeister Name Alison Bouley Title Assistant Finance Director Title Vice President, Municipal & District Finance Department Finance Address 101 Progress, Suite 250 City of Carlsbad Irvine, CA 92618 Address 1635 Faraday Ave. Phone No. 949-536-2513 Carlsbad, CA 92008 Email alison.bouley@weareharris.com Phone No. 442-339-2417 DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 City Attorney Approved Version 12/28/2022 5 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 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of applicable 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 applicable laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City 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. X DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 □ D City Attorney Approved Version 12/28/2022 6 City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering 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. 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: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 City Attorney 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Zach Korach, Finance Director Allison Bouley, Vice President, Municipal & District Finance (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (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, City Attorney BY: Deputy City Attorney DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 22 Executive Park, Suite 200, Irvine, CA 92614 (949) 655-3900 WeAreHarris.com February 10, 2023 Roxanne Muhlmeister Assistant Finance Director City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 CITY OF CARLSBAD ASSESSMENT DISTRICT ADMINISTRATION ENGINEERING SERVICES Dear Ms. Muhlmeister: Since 2003, Harris & Associates (Harris) has been intimately involved in numerous public finance, financial engineering, and special projects with the City of Carlsbad (City). As the City’s Assessment Engineer for your Landscape and Lighting Districts (LLD’s), we have helped the City confirm that there are secure funding sources for the ongoing maintenance of street lights and landscaping. We have also helped the City evaluate the impacts of changing legislation, and provided strategies for compliance as new developments are added. Our team looks forward to continuing to serve as a “trusted advisor” to the City for the ongoing administration of your LLD’s. Harris has a proven track record with agencies throughout the state, administering special financing districts and successfully developing and implementing funding strategies. Proven Success. Our work as the Assessment Engineer for the City of Carlsbad over the past 20 years has proven to be a successful partnership. Our team has the right knowledge and experience to continue this work and expand on the success of our partnership. Providing the Right Solution. We understand the City’s districts and the expectations of the City and its staff. We develop creative solutions that address the City’s needs. We have experience providing district administration, financial reviews, formations and annexations, and Proposition 218 compliance services. We understand that cities have limited resources and rely on Harris to keep their best interests in mind and act as an extension of their staff when managing such projects. Familiarity with the City. Our Assessment Engineer, Anna Tan-Gatue, PE, will be your primary point of contact and will be actively engaged in project assignments. She has experience managing numerous project types and understands the importance of serving as an extension of staff. Anna’s experience working with the City and your districts prepares the Harris team to work efficiently with minimal guidance to carry out the scope of services, reducing demands on City staff and assuring the best interests of the City will be carefully maintained and protected. Because of our history with the City, we can quickly answer questions from Council, City staff, and the public. The following outlines our proposed scope of services and estimated fee to provide these services for FY2023-24, FY2024- 25, and FY2025-26. PROJECT UNDERSTANDING The City would like to retain a firm to provide annual administration services for the City’s existing districts: · Street Lighting and Landscaping District No. 1 · Street Lighting and Landscaping District No. 2 · Buena Vista Channel Maintenance District Exhibit ADocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 B Harris & Associates Harris & Associates, Inc. City of Carlsbad Assessment District Administration Engineering Services 2 of 5 SCOPE OF SERVICES Scope of Services Task 1 – Kick off Meeting and Annual Levy Timeline Harris will coordinate an annual kick-off meeting with City staff to review the annual levy timeline and discuss any changes in the annual administration process. This will include a discussion of anticipated maintenance expenses for the coming year and review of recent or pending legislative changes. Deliverable: Detailed schedule of tasks required for the annual update process, including dates for the submittal of draft documents for City review and submittal dates for final documents based upon the City Clerk’s requirements for the preparation of Council agenda packages and publication dates. Task 2 – Update Parcel Database/Spreadsheets Harris will update the database for each district based on information shown on the latest County Tax Roll and Assessor’s data. Harris will utilize other data sources to provide more current information when available. Where required to accurately reflect the current development status of parcels prior to the calculation of the annual levy, Harris’ project team will research City building permit and Certificate of Occupancy data. This will provide the maximum revenues to the City. In updating the parcel database, Harris maintains a clear “audit” trail (parent/child relationship) and will provide a summary report of parcel changes in each district from the prior year. Any “over-rides” of the County Assessor’s data will also be tracked and included in the summary reports so that there is a clear trail of the basis that was used for the calculation of the annual assessment on parcels. Deliverable: Current database for each district, which can be provided to the City in a viewable format to facilitate parcel look ups. The database will be searchable by both APN and situs address. Research for any missing parcel data (acreage, land use, etc.). Parcel change report for each district that provides a summary of parcel changes and updates Task 3 - Annual Budget Preparation Support Harris will assist the City in the development of annual budgets for each district. This will include reviewing historical costs, projected fund balances, CIP budgets and replacement/rehabilitation needs. This will allow the City to evaluate the potential need for future increases to determine if Proposition 218 proceedings may be required. Deliverable: Budgets for each district. Task 4 -Prepare Annual Engineer’s Reports An Annual Engineer’s Report will be prepared for each district based upon the requirements of the Landscaping and Lighting Act of 1972 and Article XIIID of the California Constitution. These reports will be prepared under the direction of the Assessment Engineer as the registered professional engineer responsible for signing each report. Deliverable: An updated Engineer’s Report for each district prepared under the direction of the Assessment Engineer (two copies of the full reports with Assessment Rolls and one electronic copy of the reports). Task 5 - Preparation of Approval Documents Harris will prepare required resolutions, City Council reports and other documents required for the annual renewal of the maintenance and special services districts. These will be prepared in draft form for review by City staff including the City Attorney. All documents will be prepared in advance of the City Clerk’s date for agenda items. Deliverable: Review of City Council resolutions, staff reports, notices and documents needed for the annual renewal of the districts. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 Harris & Associates, Inc. City of Carlsbad Assessment District Administration Engineering Services 3 of 5 Task 6 – Meeting Attendance Harris’ representative will attend up to two City Council meetings during the annual update process at the request of City staff. Deliverable: Attend two City Council meetings. Task 7 - Prepare and Submit Annual Assessments Compile and transmit a complete list of the assessment for each assessor’s parcel to the County. Since there are separate fund numbers for each district, separate submittals will be made for each levy. Harris will research any exceptions, resolve discrepancies, resubmit data to County and confirm acceptance of the updated levies prior to the deadline. Deliverable: Annual levy submittal documents and data. Updated parcel data reflecting changes reflected in final levy submittal. Levy submittal summary report showing final amount to be placed on the property tax roll for collection, and description of any variance in reports (i.e. publicly owned or SBE parcels). Task 8 - Hand Billing Certain parcels within the City cannot have charges placed onto the property tax rolls due to the ownership of the parcel. These may include publicly owned parcels, common area parcels or parcels with little or no assessed value. Deliverable: Prepare a list of parcels to be hand-billed for each of the services. This list will be provided to the City for review and comment and will contain such information so that the City can generate and deliver a hand-bill to those particular parcels, or at the City’s request, Harris can prepare the handbills and issue them annually on a schedule similar to the County’s property tax schedule. Task 9 - Respond to Property Owners’ Inquiries Harris will provide a toll-free telephone number to be included on the County’s property tax bills. Harris will respond to property owner inquires and maintain a log of all calls received, the nature of the call and any recommended actions, and provide the City with a monthly summary of the calls received. All calls will be returned within one business day if not answered at the time of the call. Harris will provide bilingual support if requested. Deliverable: Monthly report on inquiries and call activity. Responsibilities of the City · City to designate a responsible official to manage and coordinate the project. · Make available to Harris all available data, information, reports, maps, plans, specifications, cost estimates and other reasonable information for the proper performance for Harris’ services. · Prepare all resolutions and notices of public hearings or other meetings to be published by City Clerk, and schedule and agenized City meetings and hearings as required by law. · Provide qualified legal counsel to draft legal notices, review resolutions, etc., and to provide legal advice to City staff and to the Assessment Engineer as required. PROJECT TEAM Each of our team members has extensive assessment engineering and special financing experience. They thoroughly understand the provisions and implications of Prop. 218, and have provided special and general benefit analyses for all types of improvements. Project Director – Alison Bouley, P.E. - Alison is a Vice President in charge of our Municipal and District Finance team and has 22 years of experience in providing financial engineering services to cities, counties, and special districts on a wide DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 Harris & Associates, Inc. City of Carlsbad Assessment District Administration Engineering Services 4 of 5 variety of project types, including acquisition audits for large-scale development projects. She has managed large scale development projects where she has been responsible for coordinating with a variety of players, tracking outstanding item lists, and reaching consensus amongst team members. Project Manager/Assessment Engineer – Anna Tan-Gatue, P.E. – Anna is a registered Professional Engineer in the State of California and has 20 years of assessment and financial engineering experience consulting to cities, counties and special districts throughout the State of California. She assisted agencies with the analysis of special benefit from various types of improvements, in accordance with the requirements of Article XIIID of the California State Constitution (Proposition 218). She has prepared Engineer’s Reports and Assessment Diagrams and has assisted with presentations to City Councils and property owners, the preparation and mailing of notices and ballots, and ballot tabulation. As project manager, she will be responsible for coordinating all aspects of the project, maintaining a close liaison with the City and ensuring the City’s satisfaction with the services. She will be the main point of communication between the project team and the City and will direct the activities of the project. Deputy Project Manager – Diana Sheng – Diana will assist with the coordination of the annual administration. This includes researching and updating the current database with the new Assessor’s data, providing database analysis and coordinating with the County Auditor-Controller’s offices for assessment submittals for inclusion on the property tax bills. Ms. Sheng has over 16 years of experience. The team will be supported by senior analysts including but not limited Arn Selorio, Alexa Ludke, and Carol Hill. Our project analysts are skilled at working under the time constraints of the annual administration process and will assist in the submittal of the fixed rate assessments to the County. PROPOSED FEES Based upon our understanding of the scope of services and our experience on similar projects, the following is our lump sum fee for each district for FY2023-24 through FY2025-26. (1) If the City opts to extend the contract for an additional 1-year period, the Fees shall increase annually for inflation by the annual change in the annual Consumer Price Index (CPI), during the preceding calendar year, for all Urban Consumers, for the San Diego area, as published by the United States Department of Labor, Bureau of Labor Statistics. Should the stated index be discontinued, a reasonably equivalent index should be utilized annually. The Annual Fee above includes all indirect expenses (such as travel, mileage, and duplicating, etc.). Invoices for these services will be submitted monthly for services provided in the previous month and shall be paid within 30 days of receipt. FY2023-24 FY2024-25 FY2025-26 Total 3-Year District Annual Fee Annual Fee Annual Fee Contract (1) Street Lighting and Landscaping District No. 1 Street Lighting Improvement Zone 7,100.00$ 7,315.00$ 7,535.00$ 21,950.00$ Street Tree Improvement Zone 2,900.00$ 2,985.00$ 3,075.00$ 8,960.00$ Median Landscaping Improvement Zone 7,100.00$ 7,315.00$ 7,535.00$ 21,950.00$ Street Lighting and Landcsaping District No. 2 Multiple Improvement Zones ($608.00 per Zone)8,800.00$ 9,065.00$ 9,335.00$ 27,200.00$ Buena Vista Channel Maintenance District Benefit Area No. 1 3,500.00$ 3,605.00$ 3,715.00$ 10,820.00$ 29,400.00$ 30,285.00$ 31,195.00$ 90,880.00$ DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 Harris & Associates, Inc. City of Carlsbad Assessment District Administration Engineering Services 5 of 5 Our team is excited about the opportunity of continuing our working relationship with the City of Carlsbad. We would welcome the opportunity to further discuss our proposal if you have any questions or comments. Sincerely, Harris & Associates, Inc. Alison Bouley, PE Anna C. Tan-Gatue, PE Vice President, Municipal and District Finance Project Manager, Municipal and District Finance (949) 536-4832 Alison.Bouley@WeAreHarris.com (949) 536-2507 Anna.Tan-Gatue@WeAreHarris.com DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 ~ ~1'7 p ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/28/2022 License # 0757776 (925) 609-6500 (925) 609-6550 20508 Harris & Associates Inc. Attn: Susan Mandilag 1401 Willow Pass Road, Ste. 500 Concord, CA 94520 20427 35289 20443 A 1,000,000 6072176739 8/1/2022 8/1/2023 1,000,000 Ded: 0 15,000 1,000,000 2,000,000 2,000,000 1,000,000B BUA 6076590520 8/1/2022 8/1/2023 Ded: 0 10,000,000C CUE 6076590551 8/1/2022 8/1/2023 10,000,000 10,000 B 7034219554 8/1/2022 8/1/2023 1,000,000 N 1,000,000 1,000,000 D PROFESSIONAL LIAB AEH591891588 8/1/2022 Per Claim 5,000,000 D Claims-Made;150k Ded AEH591891588 8/1/2022 8/1/2023 Aggregate 10,000,000 Workers Compensation policy excludes monopolistics states ND, OH, WA, WY. Re: Master Agreement for Construction Management Services; Agreement #CA1305 (HA #150-0703 (2023)). The City of Carlsbad as Additional Insured as respects General Liability per attached form CNA75079XX 1016. Waiver of Subrogation applies in favor of the City of Carlsbad to General Liability per CNA74858XX 1-15, and to Workers Compensation per G19160B 1197. General Liability and Workers Compensation 30-Day Notice of Cancellation will be provided in accordance with attached forms CNA74702XX 1-15 and CC68021A 0213. As required by written contract. Auto Liability Additional Insured and Waiver of Subrogation per CNA63359XX 0412, if required by written contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 HARR&AS-01 BBOGART HUB International Insurance Services Inc. P. O. Box 4047 Concord, CA 94524-4047 Valley Forge Insurance Company American Casualty Co of Reading PA The Continental Insurance Company Continental Casualty Company X 8/1/2023 X X X X X X X X X X DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 1 of 2 Policy No: 6072176739 Effective Date: 08/01/2022 Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, 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 subject to such written contract; or B.in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1.the written contract requires you to provide the additional insured such coverage; and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B.additional insured coverage with "arising out of" language; or C.additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract; or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A.the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1.the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2.supervisory, inspection, architectural or engineering activities; or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 C'NA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement CNA75079XX (10-16) Page 2 of 2 Policy No: 6072176739 Effective Date: 08/01/2022 Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured; or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3.make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy; and B.was executed prior to: 1.the bodily injury or property damage; or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 C'NA Architects, Engineers and Surveyors General Liability Extension Endorsement CNA74858XX (1-15) Page 16 of 17 Policy No: 6072176739 Effective Date: 08/01/2022 Insured Name: Harris & Associates Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. (6)of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B.Solely for the purpose of the coverage provided by this PROPERTY DAMAGE – ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24.SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS – COVERAGES A AND B is amended as follows: A.Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B.Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part; and 2.was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap- up) insurance program by applicable state statute or regulation. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA PARAMOUNT Changes -Notice of Cancellation or Material Restriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART EMPLOYEE BENEFITS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART STOP GAP LIABILITY COVERAGE PART TECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PART SPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY –NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium):30 Number of days notice for nonpayment of premium:10 Name of person or organization to whom notice will be sent:Per Schedule on File Address:Per Schedule on File Per Schedule on File , XX 00000 If no entry appears above,the number of days notice for nonpayment of premium will be 10 days. It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policy period,the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person or organization listed in the above Schedule.Such notice will be sent prior to such cancellation in the manner prescribed in the above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6072176739CNA74702XX(1-15)Policy No: 30Page1 of 1 Endorsement No: VALLEY FORGE INSURANCE COMPANY Effective Date: 08/01/2022HARRIS & ASSOCIATES INC.Insured Name: Copyright CNA All Rights Reserved. 00 0 2 0 0 0 3 9 6 0 7 2 1 7 6 7 3 9 8 1 5 6 DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA iiiiiiii -iiiiiiii -!!!!!!!!!!!!!!! -iiiiiiiiiiiiiii !!!!!!!!!!!!!!! Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I. A. 1. 2. a. b. (1) (2) 3. 4. 1. 2. B. 1. 2. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM LIABILITY COVERAGE Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b.The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. Does not apply to: Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or Any such organization that is an insured under any other liability "policy" providing auto coverage. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: Which are no longer in force; or Whose limits have been exhausted. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. Policy No: BUA 6076590520 Policy Effective Date: 08/01/2022 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 1 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA II Business Auto Policy Policy Endorsement C. II. A. B. a. b. C. a. D. a. b. c. d. e. (1) (2) E. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: $1,000 maximum, in lieu of $600. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. Such physical damage coverage for hired autos will: Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. Such coverage as is provided by this provision will be subject to a limit of $750 per accident. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. Policy No: BUA 6076590520 Policy Effective Date: 08/01/2022 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 2 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA Business Auto Policy Policy Endorsement F. c. d. G. a. b. c. d. (1) (2) III. 1. a. b. (1) (2) 2. IV. A. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. The most we will pay for loss to a covered auto in any one accident is the lesser of: $5,000; or 20% of the auto's actual cash value (ACV). Drive Other Car Coverage – Executive Officers The following is added to Sections II and III: Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. BUSINESS AUTO CONDITIONS Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: Policy No: BUA 6076590520 Policy Effective Date: 08/01/2022 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 3 of 4 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA Business Auto Policy Policy Endorsement (4) (6) B. C. D. E. a. V. Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: 45 days of coverage in lieu of 30 days. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Policy No: BUA 6076590520 Policy Effective Date: 08/01/2022 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 13; Page: 4 of 4 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: HARRIS & ASSOCIATES INC. Endorsement Effective Date: 08/01/2022 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Policy No: BUA 6076590520 Policy Effective Date: 08/01/2022 Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 4; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA, 151 N Franklin St, Chicago, IL 60606 © Copyright Insurance Services Office, Inc., 2011 DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA II Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. 60606 Policy No: WC 7034219554 Policy Effective Date: 08/01/2022 Policy Page: 32 of 48 Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL © Copyright CNA All Rights Reserved. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA II Workers Compensation And Employers Liability Insurance Policyholder Notice NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent of Record has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, or impose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No:Policy No: Policy Effective Date:Underwriting Company: WC 7034219554 Policyholder Notice; Page: 1 of 1 American Casualty Company Of Reading, PA 151 N Franklin St, Chicago, IL 60606 CC68021A (02-2013) 08/01/2022Policy Page: 3 of 48 © Copyright CNA All Rights Reserved. DocuSign Envelope ID: 3F24DC7A-DDA5-4027-9ABC-89844037FCB7 CNA II