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HomeMy WebLinkAboutCarrier Johnson; 2023-09-12; PSA24-2252FACDocuSign Envelope ID: 0372AF77-C2FB-401 E-8458-9073DAE0408C PSA24-2252FAC AGREEMENT FOR FLEET MAINTENANCE BUILDING DESIGN SERVICES CARRIER JOHNSON THIS AGREEMENT is made and entered into as of the \ "J--\\-.. S:,:�\'.Je,r-, 2023, by and between the City of Carlsbad, California,corporat��d Carrier Johnson, a California corporation ("Contractor"). RECITALS day of a municipal A.City requires the professional services of a consultant that is experienced in designservices. B.Contractor has the necessary experience in providing professional services and advicerelated to design services. C.Contractor has submitted a proposal to City under RFP23-2184FAC and has affirmed itswillingness 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 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 PERFORMANCEWhile 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.TERMThe term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4.TIME IS OF THE ESSENCETime is of the essence for each and every provision of this Agreement. 5.C_OMPENSATIONThe total fee payable for the Services to be performed during the initial Agreement term will not exceed four hundred sixty-four thousand two hundred thirty-two dollars ($464,232). 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." Page 1 of 14 City Attorney Approved Version 6/30/2023 DocuSign Envelope ID: D372AF77-C2FB-401 E-8458-9O73DAE0408C PSA24-2252FAC 6.CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner's Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification­subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https:/lapps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFls, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 7.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. 8.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 Page 2 of 14 City Attorney Approved Version 6/30/2023 DocuSign Envelope ID: O372AF77-C2FB-401 E-8458-9O73DAE0408C PSA24-2252FAC 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. 9.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10.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. 11.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. 11.1 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. 11.1.1 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. 11.1.2 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. City Attorney Approved Version 6/30/2023 Page 3 of 14 DocuSign Envelope ID: D372AF77-C2FB-401 E-8458-9D73DAE0408C PSA24-2252FAC 11.1.3 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. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12.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. 13.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. 14.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 Page4 of 14 City Attorney Approved Version 6/30/2023 DocuSign Envelope ID: D372AF77-C2FB-401 E-8458-9D73DAE0408C PSA24-2252FAC 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. 15.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. 16.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 Name Title Steven Stewart Municipal Projects Manager Department Address Phone No. Public Works City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 442-339-2938 For Contractor Name Title Address Joseph Holland Project Manager Phone No. Email 185 West F Street, Suite 500 San Diego, CA 92101 619-239-2353 jch@carrierjohnson.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17.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 D No 181 If yes, list the contact information below for all individuals required to file: Name Email Phone Number 18.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 City Attorney Approved Version 6/30/2023 Page 5 of 14 DocuSign Envelope ID: O372AF77-C2FB-401 E-8458-9O73DAE0408C PSA24-2252FAC 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. 19.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20.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. 21.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. 22.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 Page 6 of 14 City Attorney Approved Version 6/30/2023 DocuSign Envelope ID: D372AF77-C2FB-401 E-8458-9D73DAE0408C PSA24-2252FAC 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. 23.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. 24.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. 25.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. 26.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] City Attorney Approved Version 6/30/2023 Page 7 of 14 DocuSign Envelope ID: D372AF77-C2FB-401 E-8458-9D73DAE0408C 27.AUTHORITY PSA24-2252FAC 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 CARRIER JOHNSON, a California corporation By: (sign here) Jackie Angel, CFO/Secretary (print name/title) By: (sign here) Ray Varela, President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Keith Blackburn, Mayor ATTEST: for Sherry Freisinger, City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. 1f.._g_ corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B 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: bil,\4, �"" Deputy City Attorney City Attorney Approved Version 6/30/2023 Page 8 of 14 DocuSlgn Envelope ID: D372AF77-C2FB-401 E-8458-9D73DAE0408C Exhibit "A" SCOPE OF SERVICES AND FEE SCHEDULE Fleet Maintenance Building Refurbishment Design Services Task 1 Review of Site Conditions Field visits and review of existing conditions and current documents. Task 2 City Review Meetings/ Design Charettes PSA24-2252FAC Meet with city staff and their representatives to review program needs, and design work at appropriate stages of design completion. Task 3 Develop Design and Construction Documents Prepare design and construction drawings and professional technical specifications for city review at 60%, 90% and 100% completion stages using city standard title block. Provide independent cost estimates at each iteration. Technical specifications are to be submitted in MSWord format for city use in city Request for Bid that will be posted. Submit completed document set to city for review and comment. Task 4 Provide Permitting and Bidding Assistance Upon city approval of completed document set, submit completed document set to city building department for building permit following guidelines detailed on city website. Incorporate edits requested by city staff and third-party code review consultants and prepare subsequent drawing revisions to satisfy permit requirements. Provide timely answers to questions raised in response to city comments during permitting process and questions raised by prospective contractors during project bidding process. Task 5 Construction Administration Services Provide construction administration services inclusive of site meeting attendance, review of field conditions and development of necessary sketches to answer ASI and/or RFI questions. Task 1 -Review of Site Conditions $16,170 Task 2 -Review Meetings/Design Charrettes $17,088 Task 3 -Design Development $126,464 Task 4 -Construction Documents $177,673 Task 5 -Permitting & Bidding Assistance $33,526 Task 6 -Construction Administration $83,261 Not to Exceed Allowance for Reimbursable Expenses $10,050 TOTAL FEE FOR PROFESSIONAL SERVICES $464,232 *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. City Attorney Approved Version 6/30/2023 Page 9 of 14 eu n n n o + uo s u 4 o [ J a ! J J e o + + I-o,cMK'"re • '°''=me•I, • oa•d ""'"' • """'" carrierjohnson + cuLTUR3 185 west I street suite 500 Man dlq:o c., 92101 pllone 619.239.2353 I tu 619.239.6227 I -wur1lerjolmsoncom + .._ COFFMAN .A.ENGINEERS 1455Franc,Road,Sui111600 I San0iego,CA92108 + SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 7/24/2023 Cavignac451AStreet,Suite 1800SanDiegoCA92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property Casualty Company of America 25674 CARRJOH-01 Berkshire Hathaway Specialty Ins.Co.Carrier Johnson185WestFStreet Suite 500SanDiego,CA 92101 2087353215 A X 1,000,000 X 1,000,000 10,000 X Separation of In 1,000,000 2,000,000 X X X Y 6809H179873 3/27/2023 3/27/2024 2,000,000 Deductible 0 A 1,000,000 X BA5R548198 3/27/2023 3/27/2024 A X X 6,000,000CUP8670Y5313/27/2023 3/27/2024 6,000,000 X 0 A XYUB0K8574413/27/2023 3/27/2024 1,000,000 1,000,000 1,000,000 B ProfessionalLiability 47EPP32056902 3/27/2023 3/27/2024 Ea ClaimAggregate $5,000,000$10,000,000 Re:All Projects.Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form.Waiver of subrogation applies to WorkersCompensationperpolicyform.Excess/Umbrella policy follows form over underlying policies:General Liability,Auto Liability &Employers Liability (additionalinsuredandwaiverofsubrogationapply).Professional Liability -Claims made form,defense costs included within limit.If the insurance company elects tocancelornon-renew coverage for any reason other than nonpayment of premium they will provide 30 days notice of such cancellation or nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 947MurrietaCA92564 DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: BASR548198 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION -NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: ___ 3_o ___ _ WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1.YOU SEND US A WRITTEN REQUEST TOPROVIDE SUCH NOTICE, INCLUDING THENAME AND ADDRESS OF SUCH PERSON ORORGANIZATION, AFTER THE FIRST NAMEDINSURED RECEIVES NOTICE FROM US OFTHE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND2.WE RECEIVE SUCH WRITTEN REQUEST ATLEAST 14 DAYS BEFORE THE BEGINNING OFTHE APPLICABLE NUMBER OF DAYS SHOWNIN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ­ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS A.If we cancel this policy for any legally permittedreason other than nonpayment of premium, and a number of days is shown for Cancellation in theSchedule above, we will mail notice ofcancellation to the person or organization shown in such Schedule. We will mail such notice to theaddress shown in the Schedule above at least thenumber of days shown for Cancellation in suchSchedule before the effective date of cancellation. B.If we do not renew this policy for any legallypermitted reason other than nonpayment ofpremium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in theSchedule above, we will mail notice ofnonrenewal to the person or organization shownin such Schedule. We will mail such notice to the address shown in the Schedule above at least thenumber of days shown for When We Do NotRenew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 0519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: 6809H179873 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRAC TO RS -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): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Location And Description Of Completed Operations Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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 CG 20 37 07 04 location designated and described in the schedule of this endorsement performed for that additional in­sured and included in the "products-completed opera­tions hazard". © ISO Properties, Inc., 2004 CG TB 01 03 22 Page 1 of 1 DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: 6809H179873 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before.and is in effect when, the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. (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) ororganization(s) shown in the Schedule, but onlywith respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on yourbehalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig­ nated above. B.With respect to the insurance afforded to theseadditional insureds, the following additional exclu­sions apply: CG 03 61 03 05 This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1.All work, including materials, parts or equip­ ment furnished in connection with such work, on the project (other than service, mainte­ nance or repairs) to be performed by or onbehalf of the additional insured(s) at the loca­tion of the covered operations ha s 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 subcontrac­ tor engaged in performing operations for a principal as a part of the same project. Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. CG TB 03 03 22 Page 1 of 1 DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: 6809Hl79873 COMMERCIAL GENERAL LIABILITY c.Method Of Sharing If all of the other insurance permits contributionby equal shares, we will follow this method also.Under this approach each insurer contributesequal amounts until it has paid its applicablelimit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permitcontribution by equal shares, we will contributeby limits. Under this method, each insurer'sshare is based on the ratio of its applicable limitof insurance to the total applicable limits ofinsurance of all insurers. d.Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract oragreement that the insurance afforded to aninsured under this Coverage Part must apply ona primary basis, or a primary and non­contributory basis, this insurance is primary toother insurance that is available to such insuredwhich covers such insured as a named insured,and we will not share with that other insurance,provided that: (1)The "bodily injury" or "property damage" forwhich coverage is sought occurs; and (2)The "personal and advertising injury" forwhich coverage is sought is caused by anoffense that is committed; subsequent to the signing of that contract or agreement by you. 5.Premium Audit a.We will compute all premiums for this CoveragePart in accordance with our rules and rates. b.Premium shown in this Coverage Part asadvance premium is a deposit premium only. Atthe close of each audit period we will computethe earned premium for that period and sendnotice to the first Named Insured. The due datefor audit and retrospective premiums is the dateshown as the due date on the bill. If the sum ofthe advance and audit premiums paid for thepolicy period is greater than the earnedpremium, we will return the excess to the firstNamed Insured. c.The first Named Insured must keep records ofthe information we need for premiumcomputation, and send us copies at such timesas we may request. 6.Representations By accepting this policy, you agree: a.The statements in the Declarations areaccurate and complete; b.Those statements are based upon representations you made to us; and c.We have issued this policy in reliance uponyour representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7.Separation Of Insureds Except with respect to the Limits of Insurance, andany rights or duties specifically assigned in thisCoverage Part to the first Named Insured, thisinsurance applies: a.As if each Named Insured were the onlyNamed Insured; and b.Separately to each insured against whom claimis made or "suit" is brought. 8.Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of anypayment we have made under this Coverage Part,those rights are transferred to us. The insured mustdo nothing after loss to impair them. At our request,the insured will bring "suit" or transfer those rightsto us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part, we willmail or deliver to the first Named Insured shown inthe Declarations written notice of the nonrenewalnot less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficientproof of notice. SECTION V -DEFINITIONS 1."Advertisement" means a notice that is broadcast orpublished to the general public or specific marketsegments about your goods, products or servicesfor the purpose of attracting customers orsupporters. For the purposes of this definition: a.Notices that are published include materialplaced on the Internet or on similar electronicmeans of communication; and b.Regarding websites, only that part of a websitethat is about your goods, products or servicesfor the purposes of attracting customers orsupporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T100 0219 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: 6809Hl 79873 occupational therapist or occupational therapy assistant, physical therapist or speech-language pathologist; or (b)First aid or "Good Samaritan services"by any of your "employees" or "volunteer workers", other than an employed orvolunteer doctor. Any such "employees"or "volunteer workers" providing or failing to provide first aid or "Good Samaritanservices" during their work hours for youwill be deemed to be acting within the scope of their employment by you orperforming duties related to the conductof your business. 3.The following replaces the last sentence of Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining theapplicable Each Occurrence Limit, all relatedacts or omissions committed in providing orfailing to provide "incidental medical services", first aid or "Good Samaritanservices" to any one person will be deemedto be one "occurrence". 4.The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Sale Of Pharmaceuticals "Bodily injury" or "property damage" arisingout of the violation of a penal statute orordinance relating to the sale ofpharmaceuticals committed by, or with the knowledge or consent of the insured. 5.The following is added to the DEFINITIONSSection: "Incidental medical services" means: a.Medical, surgical, dental, laboratory, x­ ray or nursing service or treatment,advice or instruction, or the relatedfurnishing of food or beverages; or b.The furnishing or dispensing of drugs or medical, dental, or surgical supplies orappliances. 6.The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid andcollectible other insurance, whether primary, excess, contingent or on any other basis, COMMERCIAL GENERAL LIABILITY that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. K.MEDICAL PAYMENTS -INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7.Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a.$10,000; or b.The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L.AMENDMENT OF EXCESS INSURANCE CONDITION -PROFESSIONAL LIABILITY The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M.BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a."Bodily injury" or "property damage" that occurs; or b."Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C POLICY NUMBER: 6809Hl 79873 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION -NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: ___ 3_o ___ _ WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1.YOU SEND US A WRITTEN REQUEST TOPROVIDE SUCH NOTICE, INCLUDING THENAME AND ADDRESS OF SUCH PERSON ORORGANIZATION, AFTER THE FIRST NAMEDINSURED RECEIVES NOTICE FROM US OFTHE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND2.WE RECEIVE SUCH WRITTEN REQUEST ATLEAST 14 DAYS BEFORE THE BEGINNING OFTHE APPLICABLE NUMBER OF DAYS SHOWNIN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ­ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS A.If we cancel this policy for any legally permittedreason other than nonpayment of premium, and a number of days is shown for Cancellation in theSchedule above, we will mail notice ofcancellation to the person or organization shown in such Schedule. We will mail such notice to theaddress shown in the Schedule above at least thenumber of days shown for Cancellation in such Schedule before the effective date of cancellation. B.If we do not renew this policy for any legallypermitted reason other than nonpayment ofpremium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in theSchedule above, we will mail notice ofnonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least thenumber of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before theeffective date of nonrenewal. IL T4 00 0519 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C Page 1 | EP-AEC-050-02/2016 ENDORSEMENT This endorsement, effective 12:01AM: March 27, 2023 Forms a part of Policy No.: 47EPP32056902 Issued to: Carrier Johnson By: Berkshire Hathaway Specialty Insurance Company NOTICE OF CANCELLATION LIMITED TO EMAIL NOTIFICATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: PROFESSIONAL FIRST - ARCHITECTS, ENGINEERS & CONSULTANTS PROFESSIONAL LIABILITY POLICY In consideration of the premium for this Policy, it is hereby understood and agreed that: 1. In the event this policy is cancelled by the Insurer or by the Named Insured prior to the expiration date as shown on the Declarations, a thirty (30) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this Policy is cancelled and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. This provision does not apply if the cancellation is due to nonpayment of premium to the Insurer or to a finance company authorized to cancel the Policy. 2. It is understood and agreed that in the event this policy is cancelled by the Insurer for nonpayment of premium, a ten (10) day notice of such cancellation will be provided if the Named Insured is under an existing contractual obligation to notify a certificate holder when this policy is cancelled for nonpayment of premium and has provided the following either directly or indirectly through its broker of record: a. The name of the entity shown on the certificate; and b. A contact at such entity and the email address of such entity where notification may be sent. 3. Such notices of cancellation will be provided via e-mail to the certificate holders. Proof of the DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C Page 2 | EP-AEC-050-02/2016 Insurer emailing the notices of cancellation, using the information provided by the Named Insured, will serve as proof that the Insurer has fully satisfied its obligations under this endorsement. Such notices of cancellation are provided on an informational basis and solely to assist the Named Insured in meeting their contractual notice requirements to such parties. The Insurer’s failure to provide such advance notice to the certificate of insurance holder(s) will not extend any policy cancellation date, negate any cancellation of the policy, or grant, alter, or extend any rights or obligations under this Policy and the Insurer shall have no liability for failure to provide the notices herein. All other terms and conditions of this Policy remain unchanged. DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C DocuSign Envelope ID: D372AF77-C2FB-401E-8458-9D73DAE0408C