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Zoubek Consulting LLC; 2024-01-23;
23rdJanuary24 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB AGREEMENT FOR SAFETY AND LOSS CONTROL SERVICES ZOUBEK CONSULTING, LLC THIS AGREEMENT is made and entered into as of the ______ day of ----------~ 20_, by and between the City of Carlsbad, California, a municipal corporation {"City") and Zoubek Consulting, a California limited liability company, {"Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in safety training and loss control services. B. Contractor has the necessary experience in providing professional services and advice related to safety and loss control. 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 one {1) year from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed Forty-Five Thousand dollars and 00/100 {$45,000.00). The City reserves the right to withhold a ten percent {10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF 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 Page 1 City Attorney Approved Version 12/22/2023 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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 defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; Page 2 City Attorney Approved Version 12/22/2023 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC} latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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 pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor Page 3 City Attorney Approved Version 12/22/2023 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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 are: For Citv: For Contractor: Name Sarah Sanders Name PaulZoubek Title Safety & Compliance Analyst Title President Dept Risk Management Address 639 S. Indian Trail CITY OF CARLSBAD PALM SPRINGS, CA 92264 Address 1635 Faraday Avenue Phone 619-677-8682 Carlsbad, CA 92008 Email paul@zoubekconsulting.com Phone 442-339-2470 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. Page4 City Attorney Approved Version 12/22/2023 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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 IZI 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. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 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 City Attorney Approved Version 12/22/2023 Page 5 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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 ninety {90) 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 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. City Attorney Approved Version 12/22/2023 Page 6 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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. This Agreement may be executed in counterparts. City Attorney Approved Version 12/22/2023 Page 7 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 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. Executed by Contractor this_2_2 ___ day of __ J_a_n_u_ar_Y ____ ~ 20~. CONTRACTOR Zoubek Consulting , a limited liability company By: (sign here) Paul Zoubek, President (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: HUMAN RESOURCES DIRECTOR as authorized by the City Manager ATTEST: SHERRY FREISINGER, City Clerk Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~ 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: _JUAW_._(tr_~._1)_vw.., __ _ Deputy/ Assistant City Attorney City Attorney Approved Version 12/22/2023 Page 8 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB EXHIBIT A SCOPE OF SERVICES AND FEE Date: 2024 Safety Services Summary January 23, 2023 Prepared By: Paul A Zoubek, CIH, CSP, CESCP President Account Name: City of Carlsbad 1635 Faraday Road Carlsbad,CA 92008 Address: Billing Rates/Approximate Budget Services are provided under billing rates for time period February 1, 2024, through January 31, 2025, are summarized below and in Table 1. 1. Consultant: $110.00/hour 2. Sr. Consultant: $192.50/hour Table 1-Annual Approximate Costs Consultant Level Rate/hour Approximate Approximate Cost/Year Hours/Year Consultant $110.00 409 $44,990.00 Sr. Consultant $192.50 As needed Times number hours Work Scope Non-inclusive work scope • • • • • • • • • • Review and assist in the finalization and/or certification of safety-related reports, as needed . Assist the city-designated Safety & Compliance staff, as determined by Risk Management, in the drafting, reviewing, and updating of the IIPP and all written Safety Programs, new and current. Provide review of draft/proposed Safety Trainings and training updates, as requested and/or approved by city-designated Safety & Compliance staff. Provide support to city-designated Safety & Compliance staff/Risk Manager on safety concerns/issues on an as-needed basis. Provide IH monitoring and reports as requested by city-designated Safety & Compliance staff/Risk Manager. Provide and/or assist with classroom and practical trainings as requested by city-designated Safety & Compliance staff. Assist the city-designated Safety staff with the tracking and scheduling of recurring safety trainings, inspections, and documentation; any relevant documentation to be provided for city record retention. Provide historical training records as requested by city-designated Safety & Compliance staff /Risk Management Assist with changing regulations, to include but is not limited to updating existing programs and implementing new programs as appropriate. Review proposed safety training calendars, as requested by the city-designated Safety & Compliance staff. • Schedule one meeting at the beginning of each month, either in-person or virtually, with Safety & Compliance staff to review and discuss the month's agenda . • Ad-hoc projects and tasks as needed or required for continued safety compliance. City Attorney Approved Version 12/22/2023 Page 9 DocuSign Envelope ID: A58121 E0-49AD-43EA-AOFA-08DB62587FDB ~ ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 1/22/2024 ZOUBCON-01 MESPOSITO THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT .,,me. The Mahoney Group -Tucson r~g,N:o, Ext): (520) 795-8511 I FAX 5330 N. La Cholla Blvd IA/C, Nol:(520) 795-8542 Tucson, AZ 85741 Ith~!: ..... INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Continental Casualtv Comoanv 20443 INSURED INSURER B: Transoortation Ins. Comoanv 20494 Zoubek Consulting, LLC INSURER c : Seauoia Insurance Comoanv 22985 639 S. Indian Trail INSURER D: Scottsdale lndemnitv Comoanv 15580 Palm Springs, CA 92264 INSURERE : INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS ITI> ,m,n lun,n YT y A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE CK] OCCUR DAMAGE TO RENTED 1,000,000 X X 4017910125 12/1/2023 12/1/2024 ,c ... 0 ...... , ..... 9 ........... , $ --MED EXP (Anv one oersonl $ 10,000 1,000,000 PERSONAL & ADV INJURY $ -2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY □ ~r8r 00 LOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 -,c,.. ::1r"cirl9ntl $ ANY AUTO 4017910125 12/1/2023 12/1/2024 BODILY INJURY (Per oersonl $ -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY f Per accident\ $ X ~L~'WsoNLY X ~8rai~1~ FP~?~2c~d~t~AMAGE $ $ B X UMBRELLA LIAB ~OCCUR EACH OCCURRENCE $ 1,000,000 EXCESSLIAB CLAIMS-MADE 7063799973 12/1/2023 12/1/2024 AGGREGATE $ 1,000,000 DED I X I RETENTION $ 0 $ C WORKERS COMPENSATION X I ~~f Tl ITF I I 2JH-AND EMPLOYERS' LIABILITY YIN X QWC1324425 12/1/2023 12/1/2024 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ D Professional Liab. EKl3505797 12/1/2023 12/1/2024 Deductible $5,000 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) RE: Any and all projects. General Liability Additional Insured, Waiver of Subrogation and Primary & Noncontributory per written contract, per attached. Worker's Compensation Waiver of Subrogation per written contract, per attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I f\)JB,.. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Cl .... Ill 0 .., "' O'I N N 0 0 °' 0 D ..... 0 "' "' 0 0 r-... D D D a DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08DB625B7FDB SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: I. II. BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS Blanket Additional Insured Provisions A. Additional Insured -Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coveraae 1.a. Primary -Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured -Extended Coveraae Liabllttv Extension Coveraaes A. Bodily Injury -Exoandad Definition B. Broad Knowladae of Occurrence C. Estates. Laaal Raoresentatlves and Soouses D. Fellow EmDloyN First Aki E. Leaal Llabllttv -Damage to Premises F. Personal and Advertlslna Injury -Discrimination or Humiliation G. Personal and Advertlslna lniury -Broadened Eviction H. Waiver of Subroaation -Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED -BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract· to provide insurance, but only with respect to "bodily injury• or "property damage" arising out of "your products• which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily Injury• or "property damage· tor which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; a. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB S8146932G (Ed. 10-19) h. "Bodily injury• or "property damage• arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury• or "property damage• included within the "producta- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.• 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such •written contract;• b. Coverage broader than required by such •written contract• and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury• or "property damage• included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.J. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury,• "property damage" or "personal and advertising Injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily lnlury." "property damage,• or "personal and advertising Injury" as grantor of a franchise to you. S8146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Resef\led. N N ... ... 0 0 <C \!) \!) (0 M Cl H <ll 0 ...., M "' N N 0 I 0 "' 0 0 .... 0 \!) Ul 0 0 r-e-< 0 0 0 0 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08DB625B7FDB d. Lessor of Equipment SB146932G (Ed. 10-19) Any person or organization from whom you lease equipment, but only with respect to liabilify for "bodily iniury," "property damage• or "personal and advertising Injury• caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence• giving rise to such "bodily lnlury• or "property damage• or the offense giving rise to such "personal and advertising injury• takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for 'bodily injury,· 'property damage' or "personal and advertising lniury• arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence· giving rise to such "bodily injury• or "property damage• or the offense giving rise to such "personal and advertising Injury,· takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you , or such owner or lessor's real estate manager, but only with respect to liability for "bodily iniury. • 'property damage• or "personal and advertising Injury• arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence• giving rise to such "bodily injury• or "property damage• or the offense giving rise to such 'personal and advertising Injury,• takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily Injury,• "property damage· or "personal and advertising iniury• arising out of the ownership, maintenance, or use of a premises by you . This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Polttlcal Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily iniury,• "property damage" or "personal and advertising iniury• arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection , or removal of advertising signs, awnings, canopies , cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily infury", "property damage• or "personal and advertising injury· arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily iniury• or "property damage• included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract,• we will treat as a "written contract• any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright, CNA All Rights Reserved. DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB i. Trade Show Event Lessor S81469320 (Ed. 10-19) With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily Injury,• "property damage," or "personal and advertising lnlury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the per1ormance of your ongoing operations at the trade show premises during the trade show event. i-other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for "bodily lntu,y, • "property damage• or "personal and advertising Injury• for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily Injury," "property damage," or "personal and advertising injury• arising out of the rendering or failure to render any professional services; (2) For "bodily Injury" or "property damage" included in the "productM:Omplatad operations hazard." But this provision (2) does not apply to such "bodily Injury• or "property damage• if: {a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract•; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury• or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "wrHtan contract· requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Llablltty and Medical Expense Deflntttons, the following definition is added: 'Written contract• means a written contract or agreement that requires you lo make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily lniury" or "property damage;• or (b) The offense that caused the "personal and advertising iniury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; 88146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. N N ... ... 0 0 ,:i: \0 \0 al M Cl .... O'.l 0 ..., .,. O'\ N N 0 I 0 "' 0 0 r-- l/l 0 0 r--.... 0 0 a 0 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08DB625B7FDB b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; SB146932G (Ed. 10-19) d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury• or 'personal and advertising Injury• to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) 'Property damage' to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businnsowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily iniury -Expanded OeflnltJon Under Liability and Medical Expenses Definitions, the definition of 'Bodily injury• is deleted and replaced by the following: 'Bodily injury' means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such 'occurrence,• offense, claim or 'suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any 'executive officer' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official , if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Rese,ved. DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB 0. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: SB146932G (Ed. 10-19) The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your •employees• for "bodily Injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co-·employee• or •volunteer worker" that becomes necessary while your "employee• is performing duties in the conduct of your business. Your •employees• are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employeu• whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability -Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage• to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage• arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage• arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because •your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are 'your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage• (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D - Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to •property damage" included in the "products- completed operations hazard.• 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, I, k, I, m, n, and o, do not apply to damage by fire to prem ises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. S8146932G (10-1 9) Page 6 of 7 Copyright, CNA All Rights Reserved. N N ... ... 0 0 ,ct "' "' CX) ,.., □ .... o:l 0 .., "' "' N N 0 0 "' 0 0 "' Lil 0 0 I- r' 0 0 0 0 DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08DB625B7FDB SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled LlabHlty And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage• to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury -Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury• is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured;or (b) Any •executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury -Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury -Broadened Eviction Under Uabillty and Medical Expanses Definitions, the definition of "Personal and advertising Injury• is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation -Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. DocuSign Envelope ID: A58121 E0-49AD-43EA-A0FA-08D862587FDB WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 0403 06 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT • CALIFORNIA We have the right to recover our payments from anyone Hable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Insured Insurance Company WC 04 0306 (Ed . 04-84) 12/1/2023 Policy No. QWC1324425 Zoubek Consulting, LLC Sequoia Insurance Company Countersigned by ,k,'1 l7v't>~ Endorsement No. O Premium $ 3, 159