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HomeMy WebLinkAboutKimley-Horn and Associates Inc; 2023-08-15; PSA24-2263FACPSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 1 of 12 AGREEMENT FOR CONSTRUCTION ENGINEERING AND ADMINISTRATION SERVICES FLEET FUEL ISLAND CONSTRUCTION PROJECT KIMLEY-HORN AND 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 Kimley-Horn and Associates, Inc., a North Carolina corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in construction engineering and administration services. B. Contractor has the necessary experience in providing professional services and advice related to construction engineering and administration 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 two (2) 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. Notwithstanding any other provision of this Agreement, the Consultant shall not have liability for or be deemed in breach because of delays caused by any factor outside of its reasonable control, including but not limited to natural disasters, adverse weather, or acts of the Client, third parties, or governmental agencies. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed seventy-eight thousand four hundred ninety dollars ($78,490). No other compensation for the Services will be allowed except for items covered by subsequent amendments 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." DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD August 15th PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 2 of 12 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 3 of 12 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. 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 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 4 of 12 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 Steven Stewart Name Peter Richey Title Municipal Projects Manager Title Project Manager Department Public Works Address 401 B Street, Suite 600 City of Carlsbad San Diego, CA 92101 Address 1635 Faraday Ave. Phone No. 619-234-9411 Carlsbad, CA 92008 Email Peter.Ritchey@kimley-horn.com Phone No. 442-339-2938 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 5 of 12 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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 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. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 6 of 12 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 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. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 7 of 12 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. [signatures on following page] DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 8 of 12 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina corporation By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Anthony Podegracz, Vice President (print name/title) ATTEST: By: (sign here) for 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: C599F727-0C92-476F-819C-063A7C842ABD PSA24-2263FAC City Attorney Approved Version 6/30/2023 Page 9 of 12 Exhibit A FLEET FUEL ISLAND CONSTRUCTION ENGINEERING AND ADMINISTRATION SERVICES BEFORE, DURING AND AFTER CONSTRUCTION Task 1 DEH Permit Revisions $3,650 Task 2 Bid Phase Services $8,747 Task 3 Design Services During Construction $58,363 Task 4 Record Drawings $6,730 *Reimbursable Expense Not to Exceed Allowance $1,000 TOTAL NOT TO EXCEED PROPOSAL AMOUNT $78,490 *Reimbursement for reasonable and necessary travel and lodging expenses will not exceed the GSA per diem rate for the location of travel. Reimbursement for the cost of mileage will be based on the federal mileage rate at time of travel. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD 1 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 July 20, 2023 Steven Stewart City of Carlsbad 1635 Faraday, Carlsbad, CA 92008 Re: Professional Services Agreement – UST Replacement Project Design Services During Construction Dear Mr. Stewart: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) and City of Carlsbad (“Client”) entered in a Professional Services Agreement dated December 22, 2020 (“Agreement”) concerning the Fleet Fuel Island Underground Storage Tank (UST) Replacement Project (PSA21-1341FAC) (“Project”). The parties now desire to create a new Project Order (P.O.) Agreement to include services to be performed by Consultant for compensation as set forth below in accordance with the terms of the Agreement, which are incorporated by reference. The original contract Task 4 identified limited Design Services During Construction (DSDC). The below Task is intended to update the original DSDC Task in a new P.O. due to the extended project schedule and widened scope. The Consultant team (Kimley-Horn, Randall Lamb, Ninyo & Moore, and MIT Engineering) will provide the services specifically set forth below. Task 1 – DEH Permit Revisions Kimley-Horn understands the City will be submitting the final plans to Department of Environmental Health (DEH) for review and approval. While the level of effort associated with addressing potential comments from DEH is unknown, this Task assumes 20 hours of effort. The Kimley-Horn team will review and respond to DEH comments and revise plans as necessary. Task 2 – Bid Phase Services The Kimley-Horn team will provide limited assistance to the City during the bidding phase of the project including the following. If additional bidding support is required, it will be considered an additional service: •Participate in one (1) pre-bid meeting at the project site, assumed to be two (2) hours’ duration. Participation will include one (1) Kimley-Horn staff, one (1) Ninyo & Moore staff, and two (2) Randall Lamb staff. •Respond to engineering-related technical questions about the plans. For budget purposes, we anticipate 20 questions during the bid phase (15 Kimley-Horn, 5 Randall Lamb). PSA24-2263FAC Exhibit "A" (Cont.) Page 10 of 12 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD Kimley >>> Horn 2 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 Task 3 – Design Services During Construction (DSDC) The Kimley-Horn team will provide limited assistance to the City during the assumed 12-month construction duration of the project to respond to engineering-related technical questions. Construction support beyond the scope described herein will be considered an additional service. This task includes the following: •Participate in weekly coordination with the City and construction team. Three (3) hours per month is assumed for the 12-month construction duration. •Perform four (4) construction site visits. A duration of four (4) hours is assumed for each visit. One (1) Kimley-Horn staff, one (1) Ninyo & Moore staff, and one (1) Randall Lamb staff. o Ninyo & Moore will perform construction observations during tank excavation, installation, and backfill to document soil conditions. This observation is for geotechnical documentation and is separate from City-performed construction testing services. Kimley-Horn and Randall Lamb will provide general construction observations regarding progress of construction. •Review material submittals, such as: tanks, pumps, dispensers, sensors, control system, structural/canopy, valves, AC and PCC pavement, trench drain, piping, oil separator, lighting, conduit, connections/fittings, and plumbing/electrical equipment. This includes Kimley-Horn and subconsultant reviews as applicable (25 submittals assumed). •Respond to reasonable Requests for Information (“RFI”). This includes Kimley-Horn and subconsultant responses as applicable (25 RFIs assumed). Task 4 – Record Drawings The Kimley-Horn team will prepare Record Drawings for the City’s records upon completion of construction. It is assumed that the Contractor will provide redlined plans identifying any changes made during construction. Revisions will be made electronically. This task assumes 30 hours of Kimley-Horn effort and 12 hours of Randall Lamb effort. If additional record drawing support is required, it will be considered an additional service. For the services set forth above, Client shall pay Consultant the following compensation: Task Description KHA Fee Subconsultant Fee 1 DEH Permit Revisions $3,650 2 Bid Phase Services $5,140 $732 (Ninyo & Moore) $2,875 (Randall Lamb) 3 Design Services During Construction $35,230 $4,708 (Ninyo & Moore) $17,225 (Randall Lamb) $1,200 (MIT Engineering) 4 Record Drawings $5,230 $1,500 (Randall Lamb) Total Fee: $49,250 (KHA) $5,440 (Ninyo & Moore) $21,600 (Randall Lamb) $1,200 (MIT Engineering) Direct Costs: $1,000 Total Fee: $78,490 PSA24-2263FAC Exhibit "A" (Cont.) Page 11 of 12 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD Kimley >>> Horn 3 kimley-horn.com 401 B Street, Suite 600, San Diego, CA 92101 619.234.9411 We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. Pete Ritchey, P.E. Anthony Podegracz, P.E. Task Manager Senior Vice President RCE #67652 RCE #67749 AGREED AND ACCEPTED: CITY OF CARLSBAD By: ______________________________ Title: _____________________________ Date: _____________________________ PSA24-2263FAC Exhibit "A" (Cont.) Page 12 of 12 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD Kimley >>> Horn INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) 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) COMMERCIAL GENERAL LIABILITY 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 INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Union Fire Ins Co of Pittsburg Allied World Assurance Co (U.S.) Inc. New Hampshire Insurance Company Lloyd's of London 3/28/2023 Edgewood Partners Ins. Center 3780 Mansell Rd. Suite 370 Alpharetta, GA 30022 Jerry Noyola 770-220-7699 greylingcerts@greyling.com Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 19445 19489 23841 085202 23-24 A X X X Contractual Liab X X GL5268169 04/01/2023 04/01/2024 2,000,000 1,000,000 25,000 2,000,000 4,000,000 4,000,000 A A X X X CA4489663 (AOS) CA2970071 (MA) 04/01/2023 04/01/2023 04/01/2024 04/01/2024 2,000,000 B X X X X 10,000 03127930 04/01/2023 04/01/2024 5,000,000 5,000,000 C C N WC015893685 (AOS) WC015893686 (CA) 04/01/2023 04/01/2023 04/01/2024 04/01/2024 X 1,000,000 1,000,000 1,000,000 D Professional Liab B0146LDUSA2304949 04/01/2023 04/01/2024 Per Claim $2,000,000 Aggregate $2,000,000 Re: Agreement #PSA22-1687CA - CITY - 2021 Master Agreement for As Needed Transportation Planning. The City of Carlsbad is named as an Additional Insured with respects to General Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured(s) where required by written contract & allowed by law. Should (See Attached Descriptions) City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564-0000 1 of 2 #S5414510/M5396840 KIMLASSClient#: 238109 JNO02 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD I I f--D □ f-- f-- f-- Fl n n f-- f--- f--- f--- f--H I I I I I □ I SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. Umbrella Follows Form with respects to General, Automobile & Employers Liability Policies. 2 of 2 #S5414510/M5396840 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page 1 of 2 A. Section II 6 Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN PER THE CONTRACT OR AGREEMENT. ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. GL5268169 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD Insurance Services Office, Inc., 2018Page 2 of 2 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s)Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 1 1 GL5268169 DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD 04/01/2021 WC015893685 (AOS)04/01/2023 Kimley-Horn and Associates, Inc. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD This endorsement, effective 12:01 AM forms a part of Policy No. Issued to By LIMITED ADVICE OF CANCELLATION PROVIDED VIA E-MAIL TO ENTITIES OTHER THAN THE NAMED INSURED WC 99 00 56(Ed. 04/11) (WORKERS' COMPENSATION ONLY) All other terms, conditions and exclusions shall remain the same. AUTHORIZED REPRESENTATIVE This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This policy is amended as follows: In the event that the Insurer cancels this policy for any reason other than non-payment of premium, and 1. the cancellation effective date is prior to this policy's expiration date; 2. the Named Insured or, if applicable, any other employers named in Item 1 of the Information Page is under an existing contractual obligation to notify a certificate holder when this policy is canceled (hereinafter, the "Certificate Holder(s)") and the Named Insured has provided to the Insurer, either directly or through its broker of record, the email address of a contact at each such entity; and 3. the Insurer received this information after the Named Insured receives notice of cancellation of this policy and prior to this policy's cancellation effective date, via an electronic spreadsheet that is acceptable to the Insurer, the Insurer will provide advice of cancellation (the "Advice") via e-mail to each such Certificate Holders within 30 days after the Named Insured provides such information to the Insurer; provided, however, that if a specific number of days is not stated above, then the Advice will be provided to such Certificate Holder(s) as soon as reasonably practicable after the Named Insured provides such information to the Insurer. Proof of the Insurer emailing the Advice, using the information provided by the First Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. This endorsement does not affect, in any way, coverage provided under this policy or the cancellation of this policy or the effective date thereof, nor shall this endorsement invest any rights in any entity not insured under this policy. The following definitions apply to this endorsement: 1.Named Insured means the insured first named employer in Item 1 of the Information Page of this policy. 2.Insurer means the insurance company shown in the header on the Information Page of this policy. 04/01/2019 WC 015-89-3750 OVE ARUP & PARTNERS, P.C. NEW HAMPSHIRE INSURANCE COMPANY WC015893685 (AOS)04/01/2023 Kimley-Horn and Associates, Inc. DocuSign Envelope ID: C599F727-0C92-476F-819C-063A7C842ABD