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HomeMy WebLinkAboutWilldan Engineering Inc; 2023-04-17; HR2211City Attorney Approved Version 12/28/2022 1 A. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Geoff Patnoe, Asst. City Manager Vanessa Munoz, President vmunoz@willdan.com (print name/title) DocuSign Envelope ID: E6FA83CF-27A7-40BC-A3DC-060F314D85A2 25th May AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CARLSBAD AND WILLDAN ENGINEERING, INC. This Amendment No. 1 is entered into and effective as of the _ day of ___ 2023, amending the agreement dated April 17, 2023 (the "Agreement") by and between the City of Carlsbad, California, a municipal corporation ("City"), and Willdan Engineering , Inc., a Corporation ("Contractor") (collectively, the "Parties"). RECITALS On April 17, 2023, the Parties entered into the Agreement for the Contractor to provided temporary staffing services; and B. The Parties now desire to increase the Agreement's compensation amount, in year one of the Agreement; and C. The Parties have negotiated and agreed to an amended compensation amount. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Compensation. City will pay Contractor for all work associated with those Services described in Exhibit "A" on a time and materials basis not-to-exceed One Hundred Thousand Dollars ($100,000) in year one of the Agreement. The total fee payable for the Services to be performed during years two and three will be an amount not to exceed forty thousand dollars ($40,000) per Agreement year. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 4. The individuals executing this Amendment 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 Amendment. City Attorney Approved Version 12/28/2022 2 ATTEST: By: (sign here) SHERRY FREISINGER Kate Nguyen, Secretary knguyen@willdan.com 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: E6FA83CF-27A7-40BC-A3DC-060F314D85A2 HR2211 City Attorney Approved Version 12/28/20221 AGREEMENT FOR TEMPORARY STAFFING SERVICES WILLDAN ENGINEERING, INC. THIS AGREEMENT is made and entered into as of the 17th day of April 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Willdan Engineering, Inc., a Corporation, ("Contractor"). RECITALS A.City requires the professional services of a temporary employment agency that isexperienced in temporary staffing. B.Contractor has the necessary experience in providing professional services andadvice related to temporary staffing. C.Contractor has submitted a proposal to City and has affirmed its willingness andability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.SCOPE OF WORKCity retains Contractor to perform, and Contractor agrees to render, those services (the"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skillcustomarily exercised by reputable members of Contractor's profession practicing in theMetropolitan Southern California Area, and will use reasonable diligence and best judgment whileexercising its professional skill and expertise. 3.TERMThe term of this Agreement will be effective for a period of three (3) years from the date first abovewritten. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.COMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will be an amount not to exceed forty thousand dollars ($40,000) per Agreement year. No othercompensation for the Services will be allowed except for items covered by subsequentamendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6.STATUS OF CONTRACTORContractor 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 beunder control of City only as to the result to be accomplished, but will consult with City asnecessary. The persons used by Contractor to provide services under this Agreement will not beconsidered employees of City for any purposes. DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 2 The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including 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 City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus 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 DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 3 will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or 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. DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 4 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 Paul Ho Name Patrick Johnson Title Human Resources Manager Title Director Building & Safety Department Human Resources Address 250 Hospitality Lane, Suite 400 City of Carlsbad San Bernardino, CA. 92408 Address 1635 Faraday Ave Phone No. 909-963-0565 Carlsbad CA 92008 Email pjohnson@willdan.com Phone No. 760-621-1223 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: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 □ ■ HR2211 City Attorney 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 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. 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. 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 DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 6 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. 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. DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 7 CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Judy von Kalinowski Human Resources Director Vanessa Munoz, President ATTEST: By: (sign here) SHERRY FREISINGER City Clerk Kate Nguyen, Secretary 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: _____________________________ City Attorney DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 8 EXHIBIT “A” SCOPE OF SERVICES As the provider of staffing services, Contractor will use reasonable efforts to identify and assign contingent workers (“Temporary Workers”) employed by Contractor to City on an "as needed basis." Contractor shall respond to City's request for Temporary Workers in a timely manner. City will specify the services required, the shift hours, and the expected duration of the assignment. Supervision and control over the day-to-day activities of the Temporary Workers is provided by the City, whereas Contractor has administrative responsibilities with respect to compensation, and employee benefits. Contractor will provide City with the resume and social security number of qualified Temporary Worker prior to City agreeing to start the assignment. City will verify that Temporary Worker is not a CalPERS member prior to approving Temporary Worker’s assignment. Contractor will notify City within 2 business days of the date that a Temporary Worker reaches a total of 900 total paid hours due to work for City in a fiscal year (July 1 – June 30). City and Contractor will then determine the assignment end date so that a Temporary Worker is not paid for more than 1,000 hours while assigned to City in a fiscal year. If a Temporary Worker is a CalPERS retired annuitant, Contractor will ensure all legal compliance regarding the CalPERS retired annuitant, including the 960 hours worked per fiscal year (July 1 – June 30) maximum. Contractor shall provide Temporary Workers capable, experienced and able to work with limited direct supervision. Temporary Workers shall follow all City rules, including the following: • no smoking in work area • presenting positive identification on first day of assignment when reporting for duty • interacting cordially with City personnel • responding professionally to City supervisory personnel and customers • following other City rules, policies and procedures as required Contractor agrees that City may enroll Temporary Workers into the DOJ Livescan database so that City is notified of any criminal or driving infractions that occur while Temporary Workers are assigned to City. City will unenroll Temporary Workers from this database after Temporary Workers are no longer assigned to City. Should the City decide the Temporary Worker is not going to work out within the first four (4) hours of their first shift, the City may call Contractor and Contractor will end the Temporary Worker’s assignment and waive any billing for up to four hours. Invoices and Reports Payment for services require a time card approved by City authorized personnel and must be submitted in an all-inclusive hourly basis; invoice will specify number of hours actually worked multiplied by agreed upon bill rate. City shall not be liable or responsible for any federal, state or local taxes or withholdings for any Temporary Worker used under this Agreement. Contractor shall submit invoices no more frequently than weekly directly to designated department. The City shall process the claim for prompt payment. DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 HR2211 City Attorney Approved Version 12/28/2022 9 Contractor shall furnish the City (Human Resources Department) a monthly usage report (due by the fifteenth of the subsequent month) detailing ordering information for all Temporary Workers assigned to City that includes but is not limited to: Temporary Workers’ names, start dates, end dates, name of department(s) in which Temporary Worker is working, pay rates and total number of paid hours (regular and overtime) each Temporary Worker worked within the current fiscal year (July 1 - June 30). The only services authorized are those services specifically requested by City, and agreed to by the Parties. By providing the services, Contractor is certifying the services provided are in accordance with this Agreement's terms and conditions. City reserves the right to deny payment of any temporary personnel services not authorized under this agreement. City, pursuant to this Agreement will own all products/copyrights produced/made under this Agreement. In the event that a deliverable does not automatically vest in the City, Contractor and Temporary Worker shall, without any additional compensation or payment due, execute any and all appropriate documents to assign or otherwise transfer the copyright or other intellectual property rights to City. Contractor shall be responsible for notifying the City of fitness for duty status of Temporary Workers and for any other Department of Health notification requirements. During the course of this Agreement, the City shall provide adequate work space for Temporary Worker and such other related facilities as may be required by Temporary Worker to carry out its obligation enumerated herein. Fees Temporary Worker's hourly pay rate will be negotiated on an individual basis prior to the start of assignment; and will be based upon the Temporary Worker's category hourly rate range and will be dependent upon skill level and job requirements. SERVICE PROVIDED HOURLY RATE Permit Technician $ 65/hour Senior Permit Technician $ 75/hour Plan Check Engineer/Architect $135/hour ICC Certified Plans Examiner $125/hour Senior Building Inspector $105/hour Building Inspection $ 95/hour CASp Plan Review/Inspection $125/hour Building Official $ 155/hour DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 l HR2211 City Attorney Approved Version 12/28/2022 10 There are no additional costs unless the City desires Contractor to also provide and manage the background check process per City specifications, in which case the cost of each background would be passed through to the City. Temp to Hire In a Temp-to-Hire Conversion situation the Temporary Worker may accept a position as a City employee, thereby ending their status as a Temporary Worker. City would pay Contractor for hours worked for City prior to the persons hire date as a City employee. This transition would occur without any additional cost to City. Sick Pay Contractor will comply with California State law regarding accruing paid sick days for all qualifying assigned Temporary Workers. As Temporary Workers assigned to City actually take accrued sick time off, Contractor will bill City for the accrued sick time taken. Only accrued sick time earned at City will be billed (not all sick time taken). ACA ACA Obligations. For purposes of the Affordable Care Act ("ACA"), Contractor will treat all employees assigned to provide services for City as common-law employees of Contractor. Contractor will comply with its obligations as the employer under the ACA, including without limitation the obligation to make employer shared responsibility payments as required thereunder (the "ACA Obligations"). DocuSign Envelope ID: 56DA891D-5BCC-4886-83B5-70F0CAC6E458 ACORD® CERTIFICATE OF LIABILITY INSURANCE 11/9/2023 I DATE (MM/DD/YYYY) ~ 4/21/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Insurance Brokers,LLC CONTACT NAME: CA License #0F15767 PHONE I FAX IA/C No Extl: IA/C Nol: 777 S. Figueroa Street, 52nd fl. E-MAIL Los Angeles CA 90017 ADDRESS: 213-689-0065 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A : Travelers Property Casualty Company of America 25674 INSURED Willdan Engineering INSURER B : Allied World Surplus Lines Insurance Company 24319 1506116 2401 East KatellaAvenue, Suite 300 INSURERC: Anaheim, CA 92806 INSURERD: INSURERE : INSURERF: COVERAGES WILLD0l CERTIFICATE NUMBER: 19490761 REVISION NUMBER: xxxxxxx THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n ••n,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y N P-630-7T016289-TIL-22 11/9/2022 11/9/2023 EACH OCCURRENCE $ 1.000 000 D CLAIMS-MADE [i] OCCUR DAMAGE TO RENTED $ 1,000,000 PREMISES (Ea occurrence) X EmQ. Benefits Liab. MED EXP (Any one person) $ 15.000 X Contr. Liab. Incl. PERSONAL & ADV INJURY s 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2.000 000 Fl [x] PRO-[x] LOC PRODUCTS • COMP/OP AGG s 2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY N N 810-7T01965A-22-43-G 11/9/2022 11/9/2023 COMBINED SINGLE LIMIT s 1.000 000 IEa accident\ f-- X ANY AUTO BODILY INJURY (Per person) $ xxxxxxx f--OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ xxxxxxx f--AUTOS ONLY f--AUTOS HIRED NON-OWNED iP~?~~c~Je':igAMAGE $ xxxxxxx f--AUTOS ONLY f--AUTOS ONLY $ xxxxxxx A X UMBRELLA LIAB ~ OCCUR y N CUP-7T021969-22-43 11 /9/2022 11/9/2023 EACH OCCURRENCE s 1.000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s 1.000 000 DED I I RETENTION $ $ xxxxxxx WORKERS COMPENSATION y I PER I I OTH-A UB-7T021 0SA-22-43-G 11/9/2022 11/9/2023 X STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Cm E.L. EACH ACCIDENT $ 1.000 000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE • EA EMPLOYEE $ 1.000 000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS below B Arch&Eng Prof N N 0313-5950 11/9/2022 11/9/2023 Per Claim:$1,000,000 Aggregate:$1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. RE: B&S temporary staffing services. The City of Carlsbad is included as Additional Insured(s) in accordance with the provisions of the General Liability and Umbrella Liability policies. The General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the provision of the policy. Umbrella Liability follows form over General Liability, Auto Liability and Employers Liability as per the policy language. (Continued on the next page ... ) CERTIFICATE HOLDER 19490761 City of Carlsbad Attention: Debbie Porter 1635 Faraday Ave Carlsbad, CA 92008 ACORD 25 (2016/03) CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPR The ACORD name and logo are registered marks of ACORD CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) A Waiver of Subrogation is granted in favor of the certificate holder in accordance with the policy and provision of the Workers' Compensation policy. Policies include 30-days' notice of cancellation ( except 10 days for non-payment of premium) and the provisions of each policy govern how notice of cancellation may be delivered to Certificate Holder. Professional Liability: Claims Made. ACORD 25 (2016/03) Certificate Holder ID: 19490761 P-630-7T016289-TIL-22 Attachment Code: D604165 Certificate ID: 19490761 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization . The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement shall not increase the Ii mits of insurance described in Section Ill -Limits Of Insurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance". 3. The following is added to SECTION IV -COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D414 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 P-630-7T016289-TIL-22Attachment Code: D604165 Certificate ID: 19490761 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to POLICY NUMBER: any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 of2 © 2008 The Travelers Companies, Inc. CG D414 04 08 UB-7T02108A-22-43-G ONE TOWER SQUAREHARTFORD CT 06183 2.00 ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. 11-21-22 1 1 Attachment Code: D604000 Certificate ID: 19490761 ~ TRAVELERSJ , WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) -007 POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be mium. % of the California workers' compensation pre- Schedule Person or Organization Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective UB-7T02108A-22-43-G Policy No. Insured Endorsement No. Premium Insurance Company DATE OF ISSUE: Countersigned by ____________ __. ST ASSIGN: Page of