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HomeMy WebLinkAboutLPA Inc; 2019-04-10; PSA19-721TRANPSA19-721TRAN AMENDMENT NO. 1 TO AGREEMENT FOR MONROE STREET POOL REPLACEMENT, CIP PROJECT 4724, ARCHITECTURAL AND ENGINEERING DESIGN SERVICES LPA, INC. This Amendment No.1 is entered into and effective as of the \ 2-\-v...,ciay of ~~,y_,...vi,..µ,.,µ..,:1,-,.-______ , 2020, amending the agreement dated April 10, 2019 (the "Agreement") nd between the City of Carlsbad, a municipal corporation, ("City"), and LPA, Inc., a California c rporation ("Contractor") (collectively, the "Parties") for design services. RECITALS A. The Parties desire to alter the Agreement's scope of work to include an evaluation of the operational costs for each of three conceptual design options currently under consideration by the city; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed six hundred eighty-six thousand, five hundred seventy-seven dollars ($686,577.00). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" OR el tis;;i9 SPH:! 11 ,aterials besie not-to-exceed twelve thousand dollars ($12,000.00). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by March 15, 2020. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from ti me to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instrum ents referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. City Attorney Approved Version 9/27 /16 1 of 4 CONTRACTOR LPA, Inc., California corporation S f{JH- By: James A. Kelly, AIA, Secretary (print name/title) PSA19-721TRAN CITY OF CARLSBAD, a municipal ation of the State of California By: Scott Chadwick, City Manager If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A 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: CELI A A. BREWER, City Attorney BY: ---=(7~'-----4 ~ _ __..,_.9-::i,._-J--1 __ _ De~tto'7rk( _, City Attorney Approved Version 9/27 /16 2 of 4 PSA 19-721 TRAN EXHIBIT "A" SCOPE OF SERVICES AND FEE City Attorney Approved Version 9/27/16 3 of 4 EXHIBIT"A" PSA19-721TRAN IRVIN E •SA CRA MENTO • SAN DIEGO • SAN JOSE• DALLAS • SAN ANTO N IO DATE: CLIENT: CONTACT: PROJECT: LOCATION: ARCHITECT: RE: CONTACT: January 8, 2020 City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 Mr. Steven Stuart Public Works Department 1635 Faraday Carlsbad, CA 92008 Monroe Street Pool Renovation Monroe Street Pool 3401 Monroe Street Carlsbad, CA 92008 LPA, Inc. "LPA" Proposal for Additional Service #01 - Operational Studies John Courtney, ASLA, LEED AP Senior Project Manager 60 South Market Street, Suite 150 San Jose, Ca. 95113 jcourtney@lpadesignstudios.com (916) 287-2341 urtney, ASLA, LEED AP Senior Project Manager LPA, Inc. ADDITIONAL SERVICES PROPOSAL -OPERATIONAL STUDY (Additional Services #01) The following will clarify the scope, which modifies the existing Scope of Services for the Project, and associated fees. LPA is currently under contract to design the renovations to the existing Monroe Street Pool. We have developed three design options with programmatic data and descriptions of each option. We understand that the City would like to evaluate the operational costs for the three conceptual design options, a task for which there was no provision in the existing Scope of Services. Therefore, the attached Additional Services provides a written description of the tasks associated with competing the additional work. 4 of 12 J:\2019\1902710\DOCS\101 Contracts_Proposals\Client\Additional Services Proposals\Additional Services #1 Scope of Services Operational Study.docx EXHIBIT "A" PSA19-721TRAN PROPOSAL FOR ADDITIONAL SERVICES I City of Carlsbad -Monroe Street Pool Renovation I January 9, 2020 LPA Project No.: 19027.10 I Page 2 II SCOPE OF WORK Review Existing Information LPA and subconsultant shall coordinate with City of Carlsbad to understand following information and organization of the operation of current facility/aquatics programs: • Organizational Chart • Compensation Rates (full-time, part-time, contractual) • Fee Structure & Philosophy • Budget (revenue & expenditures) • Membership Information (if applicable) Operational Plan Subconsultant shall project expenses and revenues associated with the facility program recommendations. Subconsultant shall take a conservative approach to the development of the operational plans. LPA shall coordinate the work for review by City. Information included in the operational plan shall be: • Use estimates o Daily o Annually/seasonally • Fee structure o Drop-in o Multiple admissions/annual/season passes o Family, corporate, group o Rentals • Sources of income o Identification and verification of revenue sources • Operating cost projections o Develop a line item budget o Personnel by position o Contractual services o Commodities o Capital replacement • Revenue generation projections o Develop a line item accounting o Admissions o Annual/multiple admissions o Programs and services o Rentals o Other revenue sources • Revenue/expenditure comparisons o Cost recovery level o Indirect operational impacts of different options • Capital improvement allocation Final Report Subconsultant will develop a final report with executive summary. LPA will utilize the information to update presentation materials for City use. 2 -STANDARD ASSUMPTIONS There are no changes to the Standard Assumptions described in the Basic Services agreement, which are included by reference to this proposal for additional services. 3 -ADDITIONAL INFORMATION Most of the work described above in this additional services proposal shall be provided by a subconsultant to LPA, Ballard*King Associates, Inc. Their proposal is attached to the end of this document for reference. 4-COMPENSATION The following is the proposed compensation for the Scope of Services identified above. Tasks: Operational Study (Subconsultant work) LPA administrative fee Total: 5 of 12 $10,000 $ 2,000 $12,000 J:\2019\1902710\DOCS\101 Contracts_Proposals\Client\Additional Services Proposals\Additional Services #1 Scope of Services Operational Study.docx EXHIBIT "A" PSA19-721TRAN BALLARD *l{ING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants FIRM PROFILE Ballard*King & Associates Ltd. (B*K), a Colorado corporation, was established in 1992 by Ken Ballard and Jeff King in response to the need for market-driven and reality-based planning for parks and recreation agencies. B*K has achieved over 25 years of success by realizing that each client's needs are specific and unique. With over 70 combined years of recreation planning experience in the public, non-profit, collegiate and private sector, our consulting firm has been involved with over 50 master plan studies, 45 operational assessments and has completed over 700 recreation faci lity projects in 50 states. B*K forms a consulting team that provides a variety of pre-and post-design services for clients who are considering the development of a sports, recreation, aquatic, park, or wellness facility. From pinpointing specifics to broad visions, B*K provides services to ensure the long-term success of your project. B*K has built our reputation on telling clients what they need to hear in order to make sound decisions. Specific to aquatic feasibility studies, B*K has completed them across the country for municipalities, non-profits, colleges, and universities. While we have not completed an aquatic feasibility study for a private investor the processes and end product are representative of other client's needs. B*K offers a broad range of services that can be integrated into a design team or contracted independently. Some of our services include: feasibility studies, operations analysis, maintenance cost estimates, revenue projections, staffing levels, budgeting, marketing plans and third party design review. Additionally, we perform assessments for existing facilities as well as recreati on master plans. By bringing practical, proven experience to a project we can accurately represent the client's best interests. B*K has a keen awareness of the impact a park, sports, or recreational facility has on a community and subsequently the entity that operates it. Thanks to our extensive field experience, we are able to provide assistance with practical tools, an uncommon ability to see the overlooked and view your project from a wealth of expertise and knowledge. Teamwork is a core aspect of our firm. We work together ensuring all clients are receiving the wealth of knowledge our B*K team brings. The success of any project begins w ith an integrated, mutually valued approach to the individual needs and goals of each client. Thus, we team with you and for you. First and foremost to B*K is our reputation of being a company of strong ethical character. Our top concern is our client's best interests and our approach is always honest and down-to-earth. We aim to help each client see the full potential of their project by providing trustworthy services to achieve their goal. Let us help you move forward! 6 of 12 I IP age EXHIBIT "A" PSA19-721TRAN BALLARD *KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Darin J. Barr, Principal Project Manager Darin began his work with Ballard*King & Associates in 2007 and brings 12 years of experience to the company. During his time with B*K, Darin has competed feasibility studies, master plans, operational assessments and provided short term management solutions to several clients. Prior to joining B*K he worked for 10 years in the recreation field. His in-field experience included working for a university, town recreation department, private waterpark and municipal recreation center. Darin's passion has always been in aquatics. Starting as a swim lesson participant, then to a competitive swimmer in club, high school, and college then to a full-time aquatic professional. As a consultant he derives a great deal of satisfaction working with clients and helping them either re- define aquatics in their organization or embrace it as a new business venture. Recent/Cwrent Aquatic Projects. • University of Rhode Island Aquatic Center Study -ctment project • Rengstorff Pool Replacement Study, Mountain View, CA -completed project • Forest River Park Pool Operational Plan, Salem, MA -completed project The diversity of Darin's experiences has shaped his unique perspective on the delivery of programs, facilities and the operations of a full-service aquatic facility. Darin's honest approach, attention to detail, and depth of knowledge give client's comprehensive insight to help guide them through their project. Education: • State University of New York, Brockport -Masters in Public Administration • University of Missouri -BS Parks, Recreation & Tourism Professional Affiliations • National Intramural Recreational Sports Association • New York State Parks & Recreation Society • Missouri Park & Recreation Association • University of Missouri -Adjunct Faculty 7 of 12 21 P age EXHIBIT "A" PSA19-721TRAN BALLARD *l(ING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Range of Services Needs Assessment * Feasibility Studies * Market Studies * Economic Impact Projections * Staffing Levels * RFP Review Design Issues and Concepts * Financial Analysis and Budgeting * Maintenance Costs * Design Requirements * Operations Planning * Design and Layout Review Input * Public/Student Su rveys * Citizen/Student Input Sessions * Focus Groups * Campaign Strategy for Bond Issues * Stakeholder Meetings Operations Analysis * Fees and Charges * Sponsorship P ackages * Marketing Plans & Strategies * Corporate Involvement * Operational Performance Indicator Analysis (OPIA) Facility Components * Component Recommendation * Program Space Narratives * Equipment Needs * Site Analysis Funding Analysis * Operating Cost & Revenues * Capital Funding Sources * Project Partnering Operations Assessment * Budgets * Fees and Charges * Staffing * Maintenance * Marketing * Physical Assessments Ballard*King & Associates offers a wide variety of pre and post-construction services and are dedicated to prescribing a scope of services unique to each client's individual needs and goals. 8 of 12 3 IP age EXHIBIT "A" BALLARD *l(ING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Client Base * City and County Governments * Colleges and Universities PSA19-721TRAN * Park and Recreation Districts * Private Recreation Providers * YMCA's and other Non-Profits * School Districts * Hospitals I Wellness Organizations * Resort Communities For a comprehensive list of proj ects please visit us at www.ballardking.com. Headquarters: 2743 E. Ravenhill Circle Highlands Ranch, CO 80 126 Office: 303-4 70-8661 Fax: 303-4708642 bka@ballardking.com Year Established: 1992 Number of Consulting Staff: 4 9 of 12 4 jP age EXHIBIT "A" P SA 19-721TRAN BALLARD *l(ING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Scope of Services For each client that B*K works with, the scope of services is unique, as is the process. In some instances, B*K is developing work from scratch, in others we've been asked to build from information that has been produced by other firms. The following is a typical scope of services to develop an operational plan for three aquatic facilities Review Existing Information To complete the study B*K will want access to the following information: • Organizational Chart • Compensation Rates (full-time, part-time, contractual) • Fee Structure & Philosophy • Budget (revenue & expenditures) • Membership Information (if applicable) Operational Plan B*K has developed a time test process over our 27 years of consulting call Operational Performance Indicator Analysis. Through this process B*K can project expenses and revenues associated with the facility program recommendations. It is also important to note that B*K takes a conservative approach to the development of our operational plans and that has resulted in 80- 85% accuracy will all our projects. Information included in the operational plan: • Use estimates o Daily o Annually/seasonally • Fee structure o Drop-in o Multiple admissions/annual/season passes o Family, corporate, group o R entals • Sources of income o Identification and verification of revenue sources • Operating cost projections o Develop a line item budget o Personnel by position o Contractual services 10 of 12 SI Page EXHIBIT "A" BAILARD *KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants o Commodities o Capital replacement • Revenue generation proj ections o Develop a line item accounting o Admissions o Annual/multiple admissions o Programs and services o Rentals o Other revenue sources • Revenue/expenditure comparisons o Cost recovery level o Indirect operational impacts of different options • Capital improvement allocation Final Report B*K will develop a final report with executive summary. 11 of 12 PSA19-721TRAN 6 JPage EXHIBIT"A" BALLARD *KING & ASSOCIATES LTD Recreation Facility Planning and Operation Consultants Hourly Rates: $125/br -Associate $150/hr -Senior Associate $175/br -Principal Daily Rates: $1,000/day Project Cost: Review Existing Information Operational Plan Final Report Project Cost Sub-Total: $ 500 $ 9,000 $ 500 $10,000 PSA19-721TRAN Reimbursable Expenses: To complete the scope of service outlined above, B*K would estimate that it could require O trips. It may require a series of conference calls or GoToMeeting to share information and gain feedback from the client. Reimbursable Expenses Sub-Total: $ 0 Total Project Cost Not to Exceed: $10,000 12 of 12 71P age ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 4/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 NAME: Dealey, Renton & Associates P.~~N"7n c-•· 714-427-6810 I FAX License #0020739 IA/C Nol: 714-427-6818 600 Anton Blvd., #100 ~t'D~~ss: Certificates@dealevrenton.com Costa Mesa CA 92626 INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Hartford Underwriters Ins. Co. 30104 INSURED LPAINC INSURER B : Hartford Casualty Insurance Co. 29424 LPA, Inc. INSURER c : Hartford Accident & Indemnity 22357 5301 California Avenue, Suite 100 Irvine CA 92617 INSURER D : XL Specialty Insurance Co. 37885 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 620717227 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 POLICYEFF POLICY EXP LTR •••~n lun,n POLICY NUMBER IMM/DDNYYYI IMM/DDNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY y y 57UUNVJ3732 4/30/2019 4/30/2020 EACH OCCURRENCE $1,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ 0PRO-□LOC PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y 57UUNVJ3732 4/30/2019 4/30/2020 COMBINED SINGLE LIMIT $ 1000000 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED ~ SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ - X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ -$ B X UMBRELLA LIAB M OCCUR 57XHUVJ3506 4/30/2019 4/30/2020 EACH OCCURRENCE $5,000,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 OED I I RETENTION $ $ C WORKERS COMPENSATION 57VvEGl9036 4/30/2019 4/30/2020 XI ~~%UTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE IBJ NIA E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH} EL DISEASE -EA EMPLOYEE $1,000,000 ~~ii~rt-IT~ 'b1oPERATIONS below E.L DISEASE -POLICY LIMIT $1,000,000 D Professional DPR9941339 4/30/2019 4/30/2020 $1,000,000 per claim Liability $2,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required} Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability Re: #19027; RFP19-656TRAN Monroe Street Pool Replacement City of Carlsbad/CMWD is Additional Insured as respects to General & Auto Liability coverage as required by written contract. Waiver of Subrogation included in Work Comp., Auto & General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION 30 D N I' av o ice o fC II t' ance a 10n SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 1635 Faraday ~HORIZED REPRESENTATIVE Carlsbad CA 92008 ~[?h°'P I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57WEGl9036 Effective Date: 4/30/2019 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: LF'A, Inc. 5161 California Avenue, Suite 100 lrvlne, CA 92617 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section Ill of this endorsement Is a Schedule of Covered States. You may use the Index to locate these coverage features quickly: INDEX SUBJECT ~ SUBJECT ~ SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We WIii Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION Ill 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of6 © 2000, The Hartford SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily inJury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.B. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) This reimbursement provIsIon applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation· law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Page 5 of 6 SECTION Ill 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: Countersigned by Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. --------------------Authorized Representative Page 6 of 6 POLICY NUMBER: 57UUNVJ3732 BUSINESS LIABILITY COVERAGE ss 00 08 04 05 ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT This is a summary of the coverage provided under the following form (complete form available): BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05 Additional Insured When Required by Written Contract, Written Agreement or Permit WHO IS AN INSURED under Section C. is amended to include as an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products completed operations hazard". The person(s) or organization(s) are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under the provision only for that period of time required by the contract, agreement or permit. With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specification: or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: When You Add others As An Additional Insured To This Insurance: That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract: This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b} Primary And Non-Contributory To Other Insurance When Required By Contract: If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Rev 5.14 Page 1 of 2 BUSINESS LIABILITY COVERAGE FORM Summary SS 00 08 04 05 Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Waiver of Subrogation If you have waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided you waived your rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage Rev 5.14 Page2 of 2 57UUNVJ3732 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V-DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. PSA 19-721 TRAN AGREEMENT FOR MONROE STREET POOL REPLACEMENT, CIP PROJECT 4724 ARCHITECTURAL AND ENGINEERING DESIGN SERVICES LPA, INC. THIS AGREEMENT is made and entered into as of the /0 1-e day of __ ____i..a4:lJ.=-----' 2019, by and between the CITY OF CARLSBAD, a municipal car oration, ("City"), and LPA, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a Contractor that is experienced in architectural and engineering design services. B. Contractor has the necessary experience in providing professional design services and advice related to architectural and engineering design work. C. Contractor has submitted a proposal under RFP19-656TRAN 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 professional judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. 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 ESSENCE Time is of the essence for each and every provision of this Agreement, provided that Contractor shall not be responsible for delays beyond its reasonable control. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be six hundred seventy four thousand, five hundred seventy seven dollars ($674,577). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 6/12/18 April 9, 2019 Item #6 Page 7 of 24 PSA 19-721 TRAN 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 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 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 To the fullest extent permitted by law (including without limitation, California Civil Code 2782.8), Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers (Indemnified parties) 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 City Attorney Approved Version 6/12/18 2 April 9, 2019 Item #6 Page 8 of 24 PSA 19-721 TRAN 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 including those made to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost to be reimbursed by the Contractor to the City 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. 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: City Attorney Approved Version 6/12/18 3 April 9, 2019 Item #6 Page 9 of 24 PSA19-721TRAN 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 (except for ten (10) days' notice for non-payment of premium) 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 ma intain 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 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. City Attorney Approved Version 6/12/18 4 April 9, 2019 Item #6 Page 10 of 24 PSA 19-721 TRAN 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 Public Works Department City of Carlsbad Address 1635 Faraday Avern 1e Carlsbad, CA 92008 Phone No. 760-602-7543 For Contractor Name Title Arash lzadi, PLA/ ASLA/ LEED AP BD+C Director of Sport + Recreation/ Priocipal-lo-Cbarge Address 1600 National AventJe San Diego CA 92113 Phone No. 949-701-4059 Email Alzadi@I PADesigoSt11dios 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 in all categories. YesD No~ 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 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 Attorney Approved Version 6/12/18 5 April 9, 2019 Item #6 Page 11 of 24 PSA 19-721 TRAN 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 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 City Attorney Approved Version 6/12/18 6 April 9, 2019 Item #6 Page 12 of 24 PSA 19-721 TRAN 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill I I I 7 City Attorney Approved Version 6/12/18 April 9, 2019 Item #6 Page 13 of 24 PSA 19-721 TRAN 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. nia corporation By: hief Operating Officer print name/title) By: (sign here) Charles Prnitt, Chief Financial Officer (print name/title) LPA #: 1902710 CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A 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: CELIA A. BREWER, City Attorney (' ~ u BY: ~ •,-<J __ D_e_p-ut_y_C_i-ty_A_t-to_rn_e_~-7-~· -- City Attorney Approved Version 6/12/18 8 April 9, 2019 Item #6 Page 14 of 24 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this ce11ificate is attached, and not the truthfulness, accuracy, or validity of that document. CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF California )SS ---"--"~~----- COUNTY OF _O~ra=n.,.g~e ______ )SS On Fe--b. d l-..0-vJ 1 before me, Donna Meyer , Notary Public, personally appeared ~Ot vies G. {pr:i, 1# who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER This area for official notarial seal. Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. □ INDIVIDUAL □ CORPORATE OFFICER(S) TITLE(S) □ PARTNER(S) □ LIMITED □ GENERAL □ ATTORNEY-IN-FACT □ TRUSTEE(S) □ GUARDIAN/CONSERVATOR □ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT ----- SIGNER(S) OTHER THAN NAMED ABOVE Advantage Doc Signing 2015 April 9, 2019 Item #6 Page 15 of 24 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this ce11ificate is attached, and not the truthfulness, accuracy, or validity of that document. CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF _C_a_lif_o_rn_ia _______ )SS COUNTY OF _O=-:..=ra=n=g=-e ______ )SS On b ,[?_, b \ ~ 1~ ~4 before me, Donna Meyer , Notary Public, personally appeared ;Jo D ,\. t'0 ',-) Ls who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER This area for official notarial seal. Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. D INDIVIDUAL D CORPORATE OFFICER(S} TITLE(S) D PARTNER(S) D LIMITED D GENERAL D ATTORNEY-IN-FACT D TRUSTEE(S) D GUARDIAN/CONSERVATOR D OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE Advantage Doc Signing 2015 April 9, 2019 Item #6 Page 16 of 24 Item No. Task 1 Task2 EXHIBIT "A" SCOPE OF SERVICES Description Pre-Construction Phase 1.1 Review existing documents and site conditions 1.2 Preliminary design/CUP/Environmental studies 1.3 Design development 1.4 Construction documents 1.5 Cost estimating Construction Phase 2.1 Bidding assistance 2.2 Construction administration and project close out assistance Not-to-Exceed allowance for reimbursable expenses TOTAL 9 ATTACHMENT A Professional Fee $29,300 $120,260 $125,735 $243,676 $26,606 Included $98,000 $30,000 $674,577 City Attorney Approved Version 6/12/18 April 9, 2019 Item #6 Page 17 of 24 REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. 5. Prepare and submit a Project Work Plan. The Project Work Plan should emphasize firm's understanding of the Project requirements by documenting firm's approach/methodology as it applies to the Project's scope of work, schedule, and budget. In addition, Identify solutions known and that have proved effective for countering potential challenges in the proposed Project. TASK 1: SCOPE OF WORK, PRECONSTRUCTION SERVICES (BASIC SERVICES) 1.1 GENERAL/REVIEW OF EXISTING DOCUMENTS AND SITE CONDITIONS During the project, certain activities occur in each phase. These activities, described below, are non-sequential and may not be applicable to all phases of the project. These activities include: 1.1.1 Provide team kickoff meeting to gather consultants, and City staff to review and confirm renovation program, scope of work and schedule. 1.1.2 Provide review of the Aquatic Design Group's (ADG) Needs Assessment Study dated January 31, 2017, 1.1.3 Provide site visit to assess ex isting conditions of the pool, major equipment and building systems prior to beginning the design process. Provide update to any observed changes as documented by the ADG's assessment. 1.1.4 Review City-provided data co llection, includ ing topographic survey, geotechnical eng ineer's report, ground penetrating radar survey of underground utilities, video camera investigation of existing drain and sewer pipes, inventory of existing util ities and existing CUP documentation. 1.1.5 Deliverables: Updated site needs assessment, inventory of existing documentation. 1.1.6 Meetings: One combined kickoff, site visit and coordination meeting with the client and design team 1.2 PRELIMINARY DESIGN SERVICES/UPDATE OF CUP AND RELATED ENVIRONMENTAL WORK In the Conceptual Phase, LPA sha ll provide design services to confirm the City's goals and program, developing conceptual test fits, establishing financial and time req uirements and limitations for the Project before EXHIBIT 'A' beginning Schematic Design. The foll owing descriptions shal l apply to those services: 1.2.1 Programming and Concept Plan Refinement -LPA and its consultants would develop a written and graphic depiction of our understanding of the project program for the community pool replacement. The goal of the programming and concept plan refinement would be to confirm the goals of the City, create a new conceptual site plan that reconciles the new program with the modifications that have been made over the past few years to decrease the avail able land for the project, and generate a new CUP exhibit that can be st udied by environmental consultants to prepare an updated Conditional Use Plan. The CUP work effort is unknown at this time, and for the purpose of the fee calculation, is assumed to be programmatically id entica l to existing program. En vironmental documentation in the basic services is assumed to be a categorical exemption with a noise impact analysis, any additional environmental investigations, documentation, technical studies (such as traffic study, biologica l assessme nt, archaeological investigation, etc.) and filings beyond categorical exemption will be provided as needed, upon clarification of the project scope and any potential changes that may need to be studied further (please refer to options provided in section 2.0 Additional Items below). Environmenta l services include preparation of Categorica l Exemption Support Memorandum, Air Quality Analysis, Noise Impact Analysis and project management services by environmental consultant with attendance at two meetings. Prepare evalu ation of opportunities for energy and green technology incorporation, including so lar energy harvesting, previous pavements, high efficiency eq uipment, electrical upgrades and LED lighting technologies and electrical vehicle (EV) charging stations. Provide renovation plans t hat resolve any previously discovered safety risks or accessibility issues as identified in AD G's report dated January 31, 2017, or as identified by County Hea lth Department's reports, or as observed at the site review meeting by LPA. April 9, 2019 Item #6 Page 18 of 24 EXHIBIT 'A' REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. 1.2.2 Estimate of Probable Construction Costs. A rough order of magnitude cost estimate will be developed for review with CPWD staff. 1.2.3 Meetings: One (1) kickoff meeting; one (1) sta ff review meeting on the preferred option and associated costs; one (1) client meeting. 1.3 Deliverables: Program documentation; schedule; meeting minutes; community outreach materials; conceptual plans; rough order of magnitude (ROM). 1.3 • DESIGN DEVELOPMENT SERVICES Based upon approved preliminary design plans and ROM, consultant sha ll prepare design development documents for approval consisting of drawings and other documents to fix and describe the size and character as to architectural, structural, mechanica l, electrical, plumbing and landscape designs, including the foll owing: 1.3.1 Utility availability plan and conceptual ali gnment diagram, overall site plan, floor plans, reflected cei ling plans, pool pump room floor plan, roof plans, solar panel configurations (if budget allows), exterior bui lding elevations, mechanical room layout, pool plans and details pool cross sections, li ghting/electrical site plan, landscape plan and irrigation scoping diagram. 1.3.2 Provide design development level preliminary probable construction cost estimate. 1.3.3 Provide presentation meeting with the City for review and comment. 1.3.4 Meetings: Two (2) staff review meetings. 1.3.5 Deliverables: Buil ding design development drawings of arc hitecture, interiors, structural, mechanical and electrical design; site design development drawings of civil , aq uatics, site electrical and landscape architecture requirements; outline spec ifications; schedule update and updated Statement of Probable Construction Cost. 1.4 • CONSTRUCTION DOCUMENTS SERVICES (90% AND 100%) In the Construction Documents Phase, LPA shall prepare construction and bidding documents to describe the work required of the construction contractor to selectively demolish existing improvements, renovate and/or replace with new improvements, furnish, construct and install the construction items requ ired, as identified in the design development package, and as commented upon by the City at the end of the review of design development package. Items included are as foll ows: 1.4.1 Selective demolition plans; pool plans including pl an view, piping repair /replacement and connections, mechanical room plan and details, pool equipment plans, schedul es and details, pool electrical and lighting plans, pool she ll repair and/or replacement plans depending on assessment of structural conditions provided by others; site work plans including utility plans, pool deck and drainage plans, electrical site plans, schedules and details, fencing plans, landscape plans, irrigation plans, technology plans; building architectural plans including floor plans, reflected ceiling plans, roof plans, bu il ding electrical plans including so lar harvesting components and connections, exterior elevations, building sections, interior elevations; project manua l including technica l specifications and incorporation of City's provided front-end specifications. 1.4.3 Provide updated preliminary estimate of probable construction costs of the 90% complete construction document package. 1.4.4 Provide submittal to County Hea lth Department, City Building Department, Fire Department and Public Works Department for approval. 1.4.5 Provide meeting attendance during eac h stage of the plan submittal to update City on progress, gather review comments and obtain decisions on owner design selections. 1.4.6 Meetings: Two (2) CPWD coordination meetings, one (1) CPWD staff submittal meetings. (90% submittal). 1.4. 7 Deliverables: Consisting of: bid-ready construction plans and specifications; 90% submittals -four (4) sets 24" x 36" plus three (3) sets 11" x 17". 100% submittal -one (1) hard copy of plans, 24" x 36", one hard copy of specifications; fina l schedule and statement of probable construction cost. 1.5 BIDDING/NEGOTIATION SERVICES 1.5.1 Attend pre-bid meeting at CPWD offices. April 9, 2019 Item #6 Page 19 of 24 EXHIBIT'A' REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. 1.5.2 Provide bid addenda services consisting of preparation and distribution of addenda as may be required during bidding or negotiation and including supplementary drawings, specifications, instructions and notice(s) of changes in the bidding schedule and procedure based on the approved Construction Documents. 1.5.3 Provide bid opening and post open ing meeting with the City to assess bids received, provide input and recommendation of low successful bidder. 1.5.3 Meetings: One (1) pre-bid conference; one (1) bid opening and post opening meeting. 1.5.4 Deliverables: Bid documents, bid addenda, recommended apparent low bidder. TASK 2 -CONSTRUCTION ADMINISTRATION SERVICES 2.1 Contract Administration: Attend preconstruction meeting and twice-monthly construction progress meetings, submittal review and schedule tracking, sl1op drawing review, RF I responses, and periodic site visit meetings as to consu ltant and subconsultant needed to revi ew construction progress as requested by CPWD. 2.2 Contractor's Claims and Change Orders: Assist the City in negotiating all claims to an agreed contractor/consultant/City conc lusion. Prepare design modifications or clarifications, including revisions to the drawings, details and specifications, as necessary. Provide written responses to Requests for Information (R Fls). 2.3 Deliverables: Field reports/ communications. 2.4 Meetings: 20 bi-monthly meetings, 10 site visit meetings and two (2) project closeout reviews. STANDARD ASSUMPTIONS 1.0 The following are Scope of Services assumptions: 1.01 SURVEY: To be provided by others directly contracted with the City. 1.02 TITLE REPORT: CPWD to provide a recent title report that shows the recorded property boundary along with easements and any other special provisions. 1.03 APPROVAL: CPWD's verba l request to commence each task constitutes approval of prior work. Changes in subsequent work wi ll be considered additional services, documented and billed on an hourly basis. 1.04 CONSULT ANTS: The work of the architect, landscape architect, interior designer, structural engineer, civi l engineer, mechanical engineer, electrical engineer, cost estimator, aquatics consultant, environmental consultant and the irrigation consultant are included as part of this contract. Any other necessary consultants are in addition to the contract and will be bi ll ed at fee, plus 20% for coordination. 1.05 REIMBURSABLES: All project expenses sha ll be reimbursed to LP A by the City at cost. Project expenses include but are not necessarily limited to, al l normal costs involving models, renderings, document reproduction, plotting, deli veries, mileage and approved travel. Unless otherwise agreed to in writing, all government taxes and fees will be paid directly by the City. These taxes and 'fees are separate and are not a part of LPA's reimbursable allowance. Unless specifically noted as being included in a stipulated sum, all consultant fees shall be subject to a mu ltiple of 1.15. 1.06 BASIS OF PROPOSAL: The information noted in this proposal is based on limited information known at the time of the proposal and the RFP documents dated 10/28/18. 1.07 GEOTECHNICAL ENGINEERING: provided by others directly contracted with the City. 1.08 RESPONSIBILITIES: LPA will be responsible for preliminary design through contract administration for the replacement pool project. Signage, street work, and any other site related engineering or reports outside this scope of work shall be by others and are not included in this scope of work. 1.09 UTILITY COMPLIANCE: The coordination and review of designs with any outside agency for compliance with code requirements and obtaining any necessary approvals shall be by others. 1.10 RATE SCHEDULE: The attached LPA hourly rate schedule became effective January 1, 2018, however, is subject to change annually without notification. 1.11 ADDITIONAL SERVICES: Tasks not included in this scope of services but requested by CPWD shall be April 9, 2019 Item #6 Page 20 of 24 EXHIBIT 'A' REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. identified as such and billed at an hourly rate, unless a detailed scope of services proposal is requested. 1.12 SPECIFICATIONS: The City shall provide the standard general cond itions, special conditions and bidding instructions. 1.1 3 FEES: The City shall pay al l government fees, permits, assessments, etc. 1.14 SPECIAL MEETINGS: Necessary preparation time and attendance at public hearings or agency meetings/presentations by LPA that are not specified herein are not within this scope of services. 1.15 PROJECT PHASES: This proposal assumes that the project sha ll be installed in one phase. Additional phasing of the project shal l require changes to the documentation. Additional work due to phasing of the project shall be considered as additional services. This scope of services assumes the drawings, for both phases, wi ll be developed at the same time and all relevant decisions will be made concurrently to allow both packages to be developed simultaneously without the need for dedicated or separate meetings. 1.16 ELECTRICAL EXCLUSIONS: Temporary power design is excluded. 1.17 CITY STREET IMPROVEMENT EXCLUSIONS: Improvements to adjacent City streets or stree ts on adjacent areas are excluded. 1.18 ENVIRONMENTAL: Studies for traffic impacts, cultural resources, stream preservation or modification, soil mitigation or cleanup, oil operations and sensitive habitat are not included in this proposal. It is anticipated that the City has the existing studies required. 1.19 TRAFFIC: All traffic-related studies, designs or coordin ation is excluded from this scope of services. It is assumed the City will provide all required traffic related services either directly or through a CPWD consul tant as required for the proper documentation of the project. 1.20 PROJECT SIZE: Total proposed improvement area is limited to ex isting pool area only. 1.21 OFF-SITE: Off-site infrastructure is in place and adequate connection points for storm drain, water and sewer are ava il able at the project boundary 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 (or on-site) to serve the proposed development. No studies of utilities beyond the limit of the site are included. ACCESS: Access points to the adjacent streets have been previously established and no improvements other than minor curb cuts are anticipated. BOUNDARY: The boundary corn ers for the site have been established and monumented by others. FLOOD PLAIN: The site is not located within the limits of a 100-year flood plain and will not include any new regional drainage improvements. MEETINGS: Where the maximum number of meetings to be included in Architect's services is specified herein, Architect and Architect's consultants agree to attend, and participate in, as many meetin gs as specified as part of the basic services. Meetings in excess of those specified will be billed as additional services. DELIVERABLES: The preceding description of services generally outlines the activities associated with executing each phase of work. The necessity for and the extent to which, the Architect and Architect's consultants must commit time and resources to any specific activity will vary depending on the needs of the project. Consequently, the description of services does not represent a comprehensive list of deliverables. CONSULTATION AND COORDINATION: All consultations and coordination not associated with specific meetings shall be conducted at the sole discretion of the Architec t and Architect's consultants, and only as necessary for the Architect and Architect's consultants to complete the professional services of this agreement. DOCUMENTS: Documents described in the preced ing description of services shall be provided, as appropriate, for the needs of the project and to a level of detail consistent with the standards of practice for this type of project and for the geographical area and reg ulatory jurisdiction(s) in which the project is located. PROJECT CONTROL: The Architect sha ll not ha ve control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety April 9, 2019 Item #6 Page 21 of 24 EXHIBIT 'A' REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. precautions and programs in connection with th e work since these are solely the Contractor's responsibility under the Contract for Construction. Without in any way limiting the Architect's responsibilities and obligations under Title 21 of the California Code of Regulations, or the Building Sta nd ards published by the ICBO (formerly Title 24 of the California Code of Regulations), the Architect shall not otherwise be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 1.30 PROPOSED COMPENSATION: The compensation noted is based on the development of construction documents for a single phase of construction, with minimal minor and simple bid alternates. If the drawings are to be developed at separate times or with sepa rate timelines, if dedicated meetings are required or if extensive bid alternates requiring engineering and design revisions or additions, then additional services wi ll be required and the individual costs for eac h phase may increase. 2.0 -ADDITIONAL ITEMS NOT INCLUDED IN THIS SCOPE OF WORK 2.1 Prepai-ation of an Initial Study, in the event that a Categorical Exemption cannot be prepared for the project (i.e., potentially significant impacts are identified and mitigation is required). Please refer to the estimated additiona l services #1 in the fee statement. 2.2 Preparation of a Mitigated Negative Declaration, in the event the City elects to prepare MND for the proposed project (assuming that all environmental impacts ca n be reduced to a less than significant level with mitigation). Will rely on the Initial Study prepared in 2.1 above, and the technical ana lysis prepared for the project. Please refer to the estimated additiona l services #2 in the fee statement. 2.3 CUP complexity level of effort is assumed to be based upon no changes to the existing site plan. If the City desires changes to the site plan, or if the resu lt of environmental investigation suggest modifications to the site plan, a more robust effort sha ll be required for completion of the CUP work, see the estimated additional services #3 in the fee statement. 2.4 Utility replacement and upgrade of underground facilities on public streets or on areas of the site outside the immediate limits of the existing aquatic facility. 2.5 Any consultant not specifically identified. 2.6 Submittal and coordination with Caltrans, Fish and Game, Army Corps of Engineers, Fl ood Control or any agency other than the City or as specifically noted. 2.7 Annexation of site into City, coordination with school district, noise/air quality studies, water rights, environmental studies, agency fees and permits (NPDES, excavation, flood control, etc.), property or right of way (ROW) acquisitions, extraordinary requirements placed on the project by the governing agencies, revision to plans due to planning, layout or master plan changes, wetland investigation/mitigation, capital improvement program and/or fi nance plan. 2.8 Traffic studies, hydrology studies, submittal(s) fees, traffic control plans/intersection signal design; undergrounding of utilities; boundary survey; record of survey; ALT A/ ASCM Land Title survey; off-site improvements; environmental/EIR or biological services . (Beyond those identified in the scope of work); schoo l district site improvements, coordination and meetings; relocation or undergrounding of power li nes and easements. The abandonment, revising, or writing of easements is not incl ud ed in this scope of work; geotechnical services during construction or expanded se rvices; acoustics; hazardous materials studies; all street lighting, signalization, or temporary power design are excluded; community group meetin gs and/or workshops: enhanced commiss ioning; LEED design, documentation, certification and/or registration fees; permit, plan check, testing or any agency fees; renderin g, fly through, 3D graphics or other presentation, fundraising or marketing material; any item not specifica ll y noted as included in the scope of services; improvements to adjacent city streets are excluded; off-site engineering includes all areas outside the property line; special disciplines April 9, 2019 Item #6 Page 22 of 24 REVISED SCOPE OF SERVICES CITY OF CARLSBAD MONROE STREET POOL REPLACEMENT JANUARY 21, 2019 LPA, INC. EXHIBIT 'A' consultation services consisting of retaining, directing and coordinating the work of special disc iplines cons ultants identified from the following list or any other sources not listed, whose specialized training, experience and knowledge re lative to specific elements and features of the Project are required for the Project: Acoustics; audiovisual; communications; computer technology; construction management; dry utilities; ecology; economics; editorial; elevators/escalators; fi re protection; food service/kitchen design; liquefaction; methane; public relations; reprographics; safety; security systems design and engineering; soils/foundations; parking/parking structure; transportation; enhanced co mmiss ioning agent; traffic engineer and signalization. April 9, 2019 Item #6 Page 23 of 24 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 3/11/2019 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 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 ~~~l~CT Robin Lee Dealey Renton and Associates PA~~N~n c_.,. 714 427-6810 I FAX Lie. #0020739 fA/C Nol: 714 427-6818 P.O. Box 10550 ~ilJ~ss: rlee@dealevrenton.com Santa Ana CA 92711-0550 INSURERISl AFFORDING COVERAGE NAIC# INSURER A: Hartford Underwriters Ins. Co. 30104 INSURED LPAINC INSURER B : Hartford Casualtv Insurance Co. 29424 LPA, Inc. INSURER C : Hartford Accident & lndemnitv 22357 5161 California Avenue, Suite 100 Irvine CA 92617 INSURER D : XL Soecialtv Insurance Co. 37885 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1509830392 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 EFF POLICY EXP LIMITS LTR •••~n .. n,n POLICY NUMBER fMM/DDNYYYl fMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY y y 57UUNVJ3732 4/30/2018 4/30/2019 EACH OCCURRENCE $1.000,000 f--~ CLAIMS-MADE [8J OCCUR DAMAGE TO RENTED f--PREMISES IEa occurrence\ $1.000.000 f--MED EXP (Any one person) $10,000 f--PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 9 [8J PRO-□LOG PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y 57UUNVJ3732 4/30/2018 4/30/2019 fE~~~Nd~~llNGLE LIMIT $1000000 -X ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS -AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ - $ B X UMBRELLA LIAB M OCCUR 57XHUVJ3506 4/30/2018 4/30/2019 EACH OCCURRENCE $5,000,000 -EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 ✓ OED I I RETENTION$ $ C WORKERS COMPENSATION 57\NEGl9036 4/30/2018 4/30/2019 XI ~-\%uTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE @] N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 D Professional DPR9923712 4/30/2018 4/30/2019 $1,000,000 per claim Liability $2,000,000 annl aggr. Claims Made ./ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability Re: #19027; RFP19-656TRAN Monroe Street Pool Replacement City of Carlsbad/CMWD is Additional Insured as respects to General & Auto Liability coverage as required by written contract. Waiver of Subrogation included in Work Comp., Auto & General Liability coverage as required by written contract. CERTIFICATE HOLDER CANCELLATION 30 D N . av ot1ce o fC II . ance at1on SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Risk Management 1635 Faraday ~HORIZED REPRESENTATIVE Carlsbad CA 92008 ~[JhO'lp I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57WEGl9036 Effective Date: 4/30I1s Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: LPA, Inc. 5161 California Avenue, Suite 100 Irvine, CA 92617 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section Ill of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION Ill 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 © 2000, The Hartford SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION 11 VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily mJury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.B. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) This reimbursement provIsIon applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement Sustained for Actual Loss This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Page 5 of 6 SECTION Ill 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Countersigned by ___________________ _ Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 POLICY NUMBER: 57UUNVJ3732 BUSINESS LIABILITY COVERAGE ss 00 08 04 05 ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT This is a summary of the coverage provided under the following form (complete form available): BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05 Additional Insured When Required by Written Contract, Written Agreement or Permit WHO IS AN INSURED under Section C. is amended to include as an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products completed operations hazard". The person(s) or organization(s) are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under the provision only for that period of time required by the contract, agreement or permit. With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specification: or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: When You Add Others As An Additional Insured To This Insurance: That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance VVhen Required By Contract: This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance VVhen Required By Contract: If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Rev 5.14 Page 1 of 2 BUSINESS LIABILITY COVERAGE FORM Summary SS 00 08 04 05 Paragraphs (a} and (b} do not apply to other insurance to which the additional insured has been added as an additional insured. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Waiver of Subrogation If you have waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided you waived your rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage Rev 5.14 Page2of 2 57UUNVJ3732 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form.