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Engeo, Inc.; 2025-06-24; PSA25-3740CA
Attachment J PSA25-3740CA 1 MASTER AGREEMENT FOR GEOTECHNICAL SERVICES ENGEO, INCORPORATED THIS AGREEMENT (“Agreement”) is made and entered into as of the ______________ day June, 2025, but effective July 1, 2025, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and ENGEO, Incorporated, a California corporation ("Contractor"). RECITALS A.City requires the professional services of a consultant that is experienced in geotechnical services. B.The professional services are required on a non-exclusive, project-by-project basis. C.Contractor has the necessary experience in providing professional services and advice related to geotechnical. D.Contractor has submitted a proposal to the city responsive to Request for Qualifications RFQ25-3437CA and has affirmed its willingness and ability to perform such work as outlined in the Request for Qualifications. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1.SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services ("Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. Contractor’s obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2.STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3.TERM The term of this Agreement will be effective for a period of three (3) years from July 1, 2025, through June 30, 2028. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year(s) periods or parts of a year. 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.PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director (“Director”) as authorized by the City Manager. The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 168 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 24th24th PSA25-3740CA 2 on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed five hundred thousand dollars ($500,000). Fees will be paid on a project-by-project basis and will be based on Contractor’s Schedule of Rates specified in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A”. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing by the parties. Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment ("Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination of these. If the City elects to extend the term of the Master Services Agreement, adjustments to the rate schedule may be permitted. Upon receipt of a written request from the Contractor, the City may consider approving a rate schedule increase. Rate schedule increases will be considered for each anniversary of the Agreement effective date after the initial three-year term. An increase to the rate schedule will be calculated based on the proceeding 12-month percentage change in the Consumer Price Index, San Diego Area, for All Urban Customers (CPI-U), as reported by the Bureau of Labor Statistics or 5.0%, whichever is lower. If the CPI-U is a negative number, then the rate schedule will not be adjusted for that year. The Contractor must submit a request and justification to increase the rate schedule at least sixty days prior to the anniversary of the effective date, assuming the City opt to extend the Master Services Agreement. The justification accompanying the written request should detail the rationale for the requested adjustment, and the requested adjustment amount, supported by relevant documentation (e.g., CPI-U or 5.0%, whichever is less). Approval of rate schedule increase by the City must be documented in an amendment to the Agreement. 6. PUBLIC WORKS 6.1 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 constitute “public works” under California Labor Code Section 1720 et seq. and 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 specified prevailing rates of wages to all such workers employed by Contractor 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. 6.2 DIR Registration. California Labor Code Section 1725.5 requires the Contractor and any subcontractor performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to engage in Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 169 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 3 the performance of any contract for public work unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. Prior to the performance of public work by any subcontractor under this Agreement, Contractor must furnish City with the subcontractor's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement or Task Descriptions. 8. 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 this 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. Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 170 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 4 9. CONTRACTOR EVALUATIONS Work performed under this Master Services Agreement may be subject to the City’s contractor evaluation program. Prior to the release of any task orders, the Contractor will be notified of the program requirements and will receive a copy of the evaluation criteria and process. The Contractor’s performance may be evaluated and the results will be considered for future task orders or agreements. 10. 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. 11. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 12. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described in this Agreement and Task Descriptions caused by any willful misconduct or negligent act or omission 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. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorneys fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 13. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 171 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 5 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. 13.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and 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. 13.1.2 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. 13.1.3 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. 13.1.4 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. 13.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 13.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 13.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 13.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 13.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 172 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 6 13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 13.4 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. 13.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 14. 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. 15. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 16. 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. 17. 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. 18. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Eleida Felix Yackel Name Title Senior Contract Administrator Title Dept Public Works/ Contract Admin Address CITY OF CARLSBAD Address 1635 Faraday Ave. Phone Carlsbad, CA 92008 Email Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A 925-866-9000 2633 Camino Ramon, #250 ueliahu@engeo.com Uri Eliahu President San Ramon, CA 94583 June 24, 2025 Item #6 Page 173 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 7 Phone 442-339-2767 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. 19.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. 20.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21.DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. 22.DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23.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 at the 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 Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 174 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 8 usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 24. 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. 25. 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 Section 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. 26. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. 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. Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 175 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 9 28. THIRD-PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. 31. 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. {signatures on following page} Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 176 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 10 CONTRACTOR ENGEO, Incorporated., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Keith Blackburn, Mayor (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Faviola Medina, Director of Constituent & Clerk Services (print name/title) Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A Secretary President Robert Boeche, Assistant Treasurer Uri Eliahu, President June 24, 2025 Item #6 Page 177 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 PSA25-3740CA 11 EXHIBIT A SCOPE OF SERVICES AND FEES Perform a variety of tasks related to geotechnical services, as outlined in the individual Project Task Descriptions and Fee Allotments (PTD&FA), including but not limited to the following: A. Geotechnical Investigations. B. Hazardous Material Evaluations. C. Materials Testing. D. Groundwater Monitoring Well Installations. Requests for work not listed above must be contracted under separate agreement. Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 178 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 Fee Schedule The following schedule identifies our proposed key personnel for the City of Carlsbad Master Services Agreement for Consultants RFQ25-3437CA Category: 5 Geotechnical Services, their title, and their corresponding hourly rate in accordance with our 2023 rate schedule. The use of subconsultants and expenses will be outlined and limited to a 10% markup. 3890 Murphy Canyon Road, Suite 200, San Diego, CA 92123 (858) 573-6900 info@engeo.comwww.engeo.com GEOTECHNICAL ENVIRONMENTAL WATER RESOURCES CONSTRUCTION SERVICES COASTAL/MARINE GEOTECHNICS Proposed Staff Title Hourly Rate Taylor Strack, PE, GE Senior Engineer $265 Josef Tootle, PE, GE Principal $365 James Thurber, PG, CEG, CHG Principal $365 Walter Crampton, PE, GE, D.CE Principal $365 Victoria Drake, PE, QSD, ToR Associate $305 Greg Spaulding, PG, CEG, CHG Senior Geologist $265 Kevin McFadden, PE Senior Engineer $265 Emma Griffie, PG Project Geologist $235 Kristie Paul Senior Laboratory Technician $180 Our 2023 rate schedule is attached. PSA25-3740CA 12 Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 179 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 GEOTECHNICAL ENVIRONMENTAL WATER RESOURCES CONSTRUCTION SERVICES COASTAL/MARINE GEOTECHNICS February 1, 2023 www.engeo.com PREFERRED CLIENT FEE SCHEDULE PROFESSIONAL SERVICES Effective February 2023 President ...................................................................................................................................... $465.00 per hour Principal ....................................................................................................................................... $365.00 per hour Associate ..................................................................................................................................... $305.00 per hour Subject Matter Expert .................................................................................................................. $400.00 per hour Senior ........................................................................................................................................... $265.00 per hour Project .......................................................................................................................................... $235.00 per hour Staff .............................................................................................................................................. $205.00 per hour Assistant ...................................................................................................................................... $165.00 per hour Construction Services Manager II ............................................................................................... $210.00 per hour* Construction Services Manager I ................................................................................................ $200.00 per hour* Senior Field Representative II ..................................................................................................... $176.00 per hour*/** Senior Field Representative I ...................................................................................................... $157.00 per hour*/** Field Representative .................................................................................................................... $145.00 per hour*/** Senior Laboratory Technician ..................................................................................................... $180.00 per hour Laboratory Technician ................................................................................................................. $160.00 per hour Senior GIS Developer.................................................................................................................. $190.00 per hour Senior GIS Analyst ...................................................................................................................... $185.00 per hour GIS Analyst .................................................................................................................................. $175.00 per hour Senior CAD Specialist ................................................................................................................. $175.00 per hour CAD Specialist ............................................................................................................................. $160.00 per hour Network Administrator ................................................................................................................. $250.00 per hour Project Assistant .......................................................................................................................... $145.00 per hour *Two-hour minimum portal to portal and cancellations within 24 hours. *OVERTIME RATES: Rates increased by factor of 1.5 for all hours worked in excess of eight (8) Monday through Friday, and the first eight (8) hours worked on Saturday. Rates increased by factor of 2.0 for all hours worked in excess of twelve (12) Monday through Friday, all hours worked in excess of eight (8) on Saturday and all hours worked on Sunday and holidays. ** For Prevailing Wage projects, increase the hourly rate by $19. ** Rates increased by factor of 1.25 for night shift hours (hours commencing after 4:00 p.m. or before 4:00 a.m.); rates increased by factor of 1.875 (an additional factor of 1.5) for all night shift hours in excess of eight (8); rates increased by factor 2.5 for all night shift hours worked in excess of twelve (12). ADDITIONAL SERVICES OFFERED In addition to our core services of geotechnical, hydrologic and environmental engineering, including construction-phase testing and observation, ENGEO provides clients with services for establishment and management of Geologic Hazard Abatement Districts (GHAD) and for Entitlement and Permitting Support (EPS). For more information about these services and associated pricing, please contact ENGEO at (925) 866-9000. OTHER FEES •Equipment and materials will be charged in addition to the above hourly rates. •Outside Consultants, Subcontracted Services and Equipment Rental .................................................................................................. Cost plus 25% •Expert Witness, Deposition, Mediation, Arbitration, or Court Appearance (Minimum Charge) ..................... $2,400.00 half day, $4,800.00 full day TERMS Invoices will be submitted at completion of work or at approximately four week intervals and are due and payable upon receipt. Statements will be issued at monthly intervals. Charges not paid within 30 days of invoice date will accrue a late charge at a rate of 1.5 percent per month. In the event it becomes necessary to commence suit to collect amount due, Client agrees to pay attorney's fees and costs, as the court may deem reasonable until amount is paid. Fees will be applicable for one year from the effective date above; thereafter, fees will be adjusted annually. Our fees will be billed using an invoice format produced by a standardized accounting software package. A more customized itemization of charges and backup data will be provided upon Client’s requests, but at additional fees. Final reports may be withheld until outstanding invoices are paid in full. Many risks potentially affect ENGEO by virtue of entering into this agreement to perform services on behalf of client. A principal risk is the potential for human error by ENGEO. For client to obtain the benefit of a fee that includes a nominal allowance for dealing with our liability, client agree to limit ENGEO’s liability to Client and all other parties for claims arising out of our performance of the services described in the agreement. The aggregate liability will not exceed $50,000 (or ENGEO’s fee, whichever is greater, but not more than $1,000,000) for professional acts, errors, or omissions, including attorney’s fees and costs that may be awarded to the prevailing party and client agrees to indemnify and hold harmless ENGEO from and against all liabilities in excess of the monetary limit established above. PSA25-3740CA 13 Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 180 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 EQUIPMENT AND MATERIALS CHARGES February 1, 2023 www.engeo.com DESCRIPTION COST PER UNIT ($) UNIT Air Content Meter 7.00 hour Bailers (Disposable) 10.00 each Coatings Thickness Kit (eg. Fireproofing, Protective Paint) 30.00 hour Concrete Crack Monitor 20.00 each Coring Machine 30.00 hour Double-Ring Infiltrometer 50.00 hour Electronic Water Level Indicator 5.00 hour Engineering Analysis Software 45.00 hour Equipment Transport(er) 100.00 hour Exploration Equipment (Electric Auger) 50.00 hour Floor Flatness/Floor Level Equipment 40.00 hour Generator 15.00 hour GIS Website Portal Subscriptions 50.00 month GPS Handheld Device 10.00 hour Drone Equipment 210.00 hour Hand Auger and Soil Sampler 15.00 hour Hydraulic Pull-Test Equipment 25.00 hour Interface Probe 2.00 hour Magnetic Particle Test Equipment 25.00 hour Moisture Content Test Equipment 6.00 hour Multi-Parameter Water Meter 15.00 hour pH Meter/Turbidity Meter 10.00 hour Photo Ionization Detector 20.00 hour Reinforcing Bar Locator 100.00 hour Sampling Tubes 10.00 each Sand Cone Equipment and Material 5.00 hour Schmidt Hammer 20.00 hour Seisometer 50.00 hour Skidmore Wilhelm Bolt Tension Calib. 40.00 hour Slope Inclinometer/Settlement Indicator/VW Readout 50.00 hour Torque Wrench 15.00 hour Transfer Pump 3.00 hour Ultrasonic Equipment 50.00 hour Vapor Emission Test Kit 40.00 kit Vector Conversion 60.00 conversion Vehicle, nuclear gauge, equipment, wireless communication. *Add $5.00/hr. for RTK enabled autotesting equipment.33.00* hour Vehicle, equipment, wireless communication 23.00 hour Vibration Monitor 1800.00 month Water Sampling Pumps 20.00 hour Bridge Toll actual actual Mileage .98 mile Parking actual actual AutoCAD, Civil 3D, GIS, Drone Data Processing 29.00 hour Photocopies Black & White 0.25 each Photocopies Color 11 x 17 1.50 each Photocopies Color 8½ x 11 1.00 each Plot - Black & White 3.00 square foot Plot - Color 4.00 square foot Postage actual actual Scan - Black & White 1.50 each Scan - Color 3.75 each Telephone 0.50 minute PSA25-3740CA 14 Docusign Envelope ID: 81366EEC-9B33-49E8-A238-4AA23F0F689A June 24, 2025 Item #6 Page 181 of 1064 Docusign Envelope ID: 80BEFA31-391D-4BB6-A11B-15AE05F10CD2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 11/4/2024 Edgewood Partners Insurance CenterLicense #0B29370PO Box 2110Rancho Cordova CA 95670 Rebecca Foster 916-576-1524 Rebecca.Foster@epicbrokers.com Travelers Property Casualty Co of Amer 25674 ENGEINC The Travelers Indemnity Company of CT 25682ENGEO Incorporated2010 Crow Canyon Place #250San Ramon CA 94583-4634 Endurance American Specialty Ins Co 41718 455523506 A X 1,000,000 X 300,000 X Ded - NIL 5,000 1,000,000 2,000,000 X 6308899N880 9/1/2024 9/1/2025 2,000,000 B 1,000,000 X 8100P298320 9/1/2024 9/1/2025 A X X 5,000,000CUP6J0822429/1/2024 9/1/2025 5,000,000 X NIL A XUB4J9404429/1/2024 9/1/2025 1,000,000 1,000,000 1,000,000 C E&O (Professional Liability)Claims MadeRetro Date: 03/01/89 DPL30043736101 9/1/2024 9/1/2025 Per ClaimAggregateRetention $1,000,000$1,000,000$250,000 RE: Agreement #RFQ24-3430CA. Evidence of Coverage. When required by written contract, additional insured status with primary coverage applies to GeneralLiability and Automobile Liability and waiver of subrogation applies to General Liability, Automobile Liability and Workers' Compensation, all per the attachedendorsements. City of Carlsbad/CMWD1635 Faraday Ave.Carlsbad, CA 92008-7314 THIS CERTIFICATE SUPERSEDES PREVIOUSLY ISSUED CERTIFICATE Policy #6308899N880 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL l,NSURED -WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following Is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree In a•wrttten contract requiring Insurance• to Include asan addftlonal Insured on this Coverage Part, but: a.Only with respect to llabiltty for "bodlly injury",•property damage• or "personal Injury"; and b.If, and only to the extent that, the Injury ordamage is caused by acts or omissions ofyou or your subcontractor In the performanceof "your work" to which the ''written contractrequiring insurance• applies. The person ororganization does not quallfy as an additionalinsured with respect to the Independent actsor omissions of such person or organization. The insurance provided to such additional Insured Is llmtted as follows: c.In the event that the Limits of Insurance ofthis Coverage Part shown In the Declarationsexceed the limits of labiltty required by the"written contract requiring Insurance". the lnsuraooe provided to the additional insuredshall be limited to the limHa of liability requiredby that "written contract requiring Insurance".This endorsement shall not Increase the limitsof Insurance described In Section Ill -LimitsOf Insurance. d.This Insurance does not apply to the renderIng of or failure to render any "professionalservices• or construction management errorsor omissions. e.This Insurance does not apply to "bodily Injury-or "property damage" caused by "yourwork0 and included in . the "productscompleted operations hazard" unless the"written contract requiring lnsurance0 specifically requires you to provide such coveragefor that additional Insured, and then the insurance provided to the additional Insured ap- plies only to such "bodily injury" or •property damage" that occurs before the end of the period of time for which the "written contract requiring Insurance" requires you to provide such coverage or the end of the policy period, whichever 18 earlier. 2.The following Is added to Paragraph 4.a. of SEC•TION IV -�OMMERCIAL GENERAL LIABILrrYCONDITIONS: The insurance provided to the additional insuredIs excess over any valid and collectible "other Insurance", whether primary, excess, contingent oron any other basis, that Is available to the additional insured for a loss we cover. However, if youspeclflcally agree In the "written contract requiringinsurance" that this Insurance provided to the additional insured under this Coverage Part mustapply on a primary basis or a primary and noncontributory basis, this insurance Is primary to"other insurance" available to the additional insured which covers that person or organization •a named insured for such loss, and we will notshare with that •other Insurance". But this Insurance provided to the additional Insured stlll Is excess over any valid and collectible "other insurance•, whether primary, excess, contingent or onany other basis, that Is available to the addlUonalInsured when that person or organization Is anadditional Insured under any "other Insurance". 3.The following Is added to SECTION IV -COM•MERCIAL GENERAL LIABIUTY CONDITIONS: DutlN Of An Addltlonal Insured As a condition of coverage provided to the additional insured: a.The additional Insured must give us writtennotice as soon as practicable of an •occurrence" or an offense which may result In aclaim. To the extant posslble, such noUceshould include: CG 04140408 0 2008 The Travelera Companies, Inc. Page 1 of 2 ÛĢĔĆîŦŭr¶oMMuuyMMoŭ &77,$ ÓŭB,b,$Ôŭ-9+-âŭ !! ! ! ! ! ! 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'$' 4<? *$,(=? #"?. 51?01.:? '#82?+,<- 6?%6- #?+? '29-'?/: 1?? )?; 6 ? 73?,-& 23 +'? Z ZZ Z Policy #6308899N880 COMMERCIAL GENERAL LIABILITY c.Method Of Sharing If all of the other insurance pennlts contributionby equal shares, we will follow this method also.Under this approach each insurer contributesequal amounts until It has paid its applicablelimit of insurance or none of the loss remains,whichever comes first. If any of the other Insurance does not permitcontribution by equal shares, we will contributeby limits. Under this method, each insurer'sshare Is based on the ratio of its applicable limitof Insurance to the total applicable llmits ofInsurance of all insurers. d.Primary And Non-Contributory Insurance IfReqund By Written Co11traot If you speclfically agree in a written contract oragreement that the insurance afforded to aninsured under this Coverage Part must apply ona primary basis, or a primary and noncontributory basis, this Insurance Is primary toother Insurance that is available to such insuredwhich covers such Insured as a named insured,and we will not share wtth that other insurance,provided that: (1)The •bocJHy injury" or "property damage" forwhich coverage is sought occurs; and (2)The •personal and advertising Injury" forwhich coverage is sought is caused by anoffense that is committed; subsequent to the signing of that contract or agreement by you. 5.Premium Audit a.We will compute all premiums for this CoveragePart In accordance with our rules and rates. b.Premium shown in this Coverage. Part asadvance premium Is a deposit premium only. Atthe close of each audit period we wlll computethe earned premium for that period and sendnotice to the first Named Insured. The due datefor audit and retrospective premiums Is the dateshown as the due date on the blll. If the sum ofth� advance and audit premiums paid for thepolicy period Is greater than the earnedpremium, we will retum the excess to the firstNamed Insured. c.The first Named Insured must keep records ofthe Information we need for premiumcomputation, and send us copies at such timesas we may request. 8.Representations By accepting this policy, you agree: a.The statements In the Declarations ereaccurate and complete: b.Those statements are based upon representations you made to us; and c.We have Issued this policy in reliance uponyour representations. The unintentional omission of, or unlntentlonal error in, any information provided by you which we relied upon in issuing this pollcy will not prejudice your rights under this Insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellatlon or nonren9'1Nal In accordance with applicable insurance laws or regulations. 7.Separation Of Insureds Except with respect to the Limits of Insurance, andany rights or duties speclflcally assigned in thisCoverage Part to the first Named Insured, thisInsurance applies: a.As if each Named Insured were the onlyNamed Insured; and b.Separately to each Insured against whom claimIs made or �•suit'' is brought. 8.Transfer Of Rights Of Recovery Against OthersTo Us If the Insured has rights to recover all or part of anypayment we have made under this Coverage Part,those rights are transferred to us. The insured mustdo nothing after loss to impair them. At our request,the Insured wlll bring "suit" or transfer those rightsto us and help us enforce them. 9.When We Do Not Renew If we decide not to renew this Coverage Part, we willmail or deliver to the first Named Insured shown Inthe Declarations written notice of the nonrenewalnot less than 30 days before the 8.>Cl)lratlon date. If notice Is malled, proof of mailing will be sufficientproof of notice. SECTION V-DEFINITIONS 1."Advertisement" means a notice that is broadcast orpublished to the general public or specific marketsegments about your goods, products or servicesfor the purpose of attracting customers orsupporters. For the purposes of this definition: a.Notices that are publlshed Include materialplaced on the Internet or on similar electronicmeans of communication; and b.Regarding websites, only that part of a websitethat is about your goods, products or servicesfor the purposes of attracting customers orsupporters Is considered a, advertisement Page 16 of 21 0 2017 The Travelers Indemnity Company. All rights reserved. CG T100 0219 Include• copyrighted material of Insurance Services Office, Inc. with Its permission. COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 6308899N880 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project(s): EACH "PROJECT" FOR WHICH YOO HAVE AGREED, IN A WRITTEN CONTRACT WHICH IS IN EFFECT DORING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED BY YOO BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. A.For all sums which the insured becomes legally obligated to pay as damages caused by "occur rences" under COVERAGE A. (SECTION I), andfor all medical expenses caused by accidents un der COVERAGE C (SECTION I). which can be attributed only to operations at a single desig nated "project" shown in the Schedule above: 1.A separate Designated Project General Ag gregate Limit applies to each designated "pro ject". and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. unless separate Designated Project General Aggregate(s) are sched uled above. 2.The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A.. except damages because of "bodily injury" or "prop erty damage" included in the "products completed operations hazard'". and for medi cal expenses under COVERAGE C, regard less of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". Designated Project General Aggregate(s): $2,000,000 3.Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the Desig nated Project General Aggregate Limit for that designated "project". Such paymentsshall not reduce the General Aggregate Limit shown in the Declarations nor shall they re duce any other Designated Project General Aggregate Limit for any other designated "project" shown in the Schedule above. 4.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However. instead of being subject to the General Aggregate Limit shown in the Declarations. such limits will be subject to the applicable Designated Project General Ag gregate Limit. B.For all sums which the insured becomes legally obligated to pay as damages caused by "occur rences" under COVERAGE A. (SECTION I). and for all medical expenses caused by accidents un der COVERAGE C. (SECTION I), which cannot be attributed only to operations at a single desig nated "project" shown in the Schedule above: CG D211 01 04 Copyright. The Travelers Indemnity Company. 2004 Page 1 of 2 I C8& K K/4' ;9K8D <K=(KK G40E1K!8F6! 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