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Chang Consultants; 2018-02-20; UTIL1657
UTIL1657 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 3 TO THE AGREEMENT FOR DAM INUNDATION MAP SERVICES CHANG CONSULTANTS This Amendment No. 3 is entered into and effective as of the _______ day of __________________, 2019, amending the agreement dated February 20, 2018, (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”). RECITALS A. On January 23, 2019, the Parties executed Amendment No. 1 to the Agreement to extend it for a period of one (1) additional year with all work to be completed by February 20, 2020; and B. On January 30, 2019, The Parties execute Amendment No. 2 to the Agreement to provide additional engineering support, including geographic information system services and response to actions developed in the Calavera Dam inundation map review; and C. The Parties desire to alter the Agreement’s scope of work and request additional services in response to actions developed in the California Department of Water Resources Division of Safety of Dams’ (DSOD) Maerkle Dam inundation map review; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. E. The Parties desire to adjust the Agreement’s expiration date to February 19, 2020. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD 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 thirty-four thousand four hundred dollars ($34,400). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed six thousand four hundred dollars ($6,000). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and cots for approval by CMWD. 3. Contractor will complete all work described in Exhibit “A” by February 19, 2020. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. DocuSign Envelope ID: A12EC736-B4A3-414E-A7FB-0D6EEAE95D4E March 18th UTIL1657 General Counsel Approved Version 1/30/13 2 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad CHANG CONSULTANTS, a sole proprietorship By: By: (sign here) Vicki V. Quiram, Utilities Director Wayne W. Chang, Owner (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: A12EC736-B4A3-414E-A7FB-0D6EEAE95D4E UTIL1657 General Counsel Approved Version 1/30/13 3 EXHIBIT “A” SUPPLEMENTAL SCOPE OF SERVICES 1. Address the Maerkle Dam comments received from California Department of Water Resources Division of Safety of Dams (DSOD) for conformance with the criteria from the Division of Safety of Dams (SB 92), Office of Emergency Services (California Code of Regulations Title 19, Division 2, Chapter 2, Subchapter 4), and Federal Emergency Management Agency (FEMA P-946). The comments require provision of additional failure scenarios analyzed based on more a rapid failure sequence. Services shall include but not be limited to: A. Complete HEC-HMS analyses performed for various failure scenarios and mechanisms. The range of results will then be discussed with DSOD to obtain concurrence on the dam failure flow rate. B. Update the flood inundation hydraulic analyses and mapping based on the accepted flow rate. C. Provide an updated report based on the new hydrologic and hydraulic results. D. Submit the report and GIS interface to DSOD. These services will be performed on a time and materials basis at a billing rate of $148.00 per hour. The Consultant’s estimated total fee for the above services is $6,000. DocuSign Envelope ID: A12EC736-B4A3-414E-A7FB-0D6EEAE95D4E UTIL1657 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 2 TO THE AGREEMENT FOR DAM INUNDATION MAP SERVICES CHANG CONSULTANTS This Amendment No. 2 is entered into and effective as of the _______ day of __________________, 2019, amending the agreement dated February 20, 2018, (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”). RECITALS A. On January 23, 2019, the Parties executed Amendment No. 1 to the Agreement to extend it for a period of one (1) additional year with all work to be completed by February 20, 2020; and B. The Parties desire to alter the Agreement’s scope of work and request additional funding to provide additional engineering support, including geographic information system services and response to actions developed in the Calavera Dam inundation map review; and C. The Parties desire to amend the incorrect expiration date in Amendment No. 1 from February 20, 2020 to February 19, 2020. D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD 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 twenty-eight thousand four hundred dollars ($28,400). 2. CMWD will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed six thousand four hundred dollars ($6,400). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and cots for approval by CMWD. 3. Contractor will complete all work described in Exhibit “A” by February 19, 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 the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. DocuSign Envelope ID: 32E61886-BC25-449B-A842-8FAD56CC1DA7 30th January UTIL1657 General Counsel Approved Version 1/30/13 2 6. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad CHANG CONSULTANTS, a sole proprietorship By: By: (sign here) Vicki V. Quiram, Utilities Director Wayne W. Chang, Owner (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: 32E61886-BC25-449B-A842-8FAD56CC1DA7 UTIL1657 General Counsel Approved Version 1/30/13 3 EXHIBIT “A” SUPPLEMENTAL SCOPE OF SERVICES 1. Address the Calavera Dam comments received by DSOD for conformance with the criteria from the Division of Safety of Dams (SB 92), Office of Emergency Services (California Code of Regulations Title 19, Division 2, Chapter 2, Subchapter 4), and Federal Emergency Management Agency (FEMA P-946). Services shall include but not be limited to: a. revise the flow rates based on the higher ponding level; b. replot the revised floodplain; c. extend the model downstream to the lagoon; and d. exhibit changes. 2. Provide GIS services to map the parameter listed below as raster datasets for the inundation area. The deliverables shall include GeoTIFF raster datasets for the Calavera Dam and Maerkle Dam in State Plane Feet Zone VI NAD 83 coordinate system. The work shall include the creation of ArcGIS geotiffs for the following four parameters: a. Water Surface Elevation (feet, NAVD 88); b. Water Depth (feet); c. Flood Wave arrival (hours); and d. Velocity (fps) These services will be performed on a time and materials basis at a billing rate of $148.00 per hour. The Consultant’s estimated total fee for the above services is $6,400. DocuSign Envelope ID: 32E61886-BC25-449B-A842-8FAD56CC1DA7 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/23/2018 Cavignac &Associates450BStreet,Suite 1800SanDiegoCA92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property &Casualty Company of America 25674 CHANCON-01 XL Specialty Company 37885ChangConsultantsP.O.Box 9496RanchoSantaFe CA 92067-4496 1062290317 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 X Separation of In 2,000,000 4,000,000 X X Y 6805H70002A 12/31/2018 12/31/2019 4,000,000 A Included XX X Incin GL X NoOwnedAutos 6805H70002A 12/31/2018 12/31/2019 B ProfessionalLiability DPS9909475 12/31/2016 12/31/2019 Each ClaimAggregate $2,000,000$2,000,000 Re:Agreement Number:UTIL1657.Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form.Professional Liability -Claims made form,defense costs included within limit.If the insurance company elects to cancel or non-renew coverage for any reason other than nonpaymentofpremiumCavignac&Associates will provide 30 days notice of such cancellation or nonrenewal. 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38,)68,%27)6:-') 1%-28)2%2')366)4%-67 83&)4)6*361)(&=3632&),%0*3*8,)%((-8-32%0 -2796)( 7 %88,)03'%8-323*8,)'3:)6)(34)6%8-327,%7&))2'3140)8)( 36 8,%84368-323*=396;36/3983*;,-',8,)-2.96=36(%1%+)%6-7)7 ,%7&))249883-87-28)2()(97)&=%2=4)67323636+%2->%8-3238,)68,%2 %238,)6'3286%'8363679&'3286%'836)2+%+)(-24)6*361-2+34)6%8-327*36 %46-2'-4%0%7%4%683*8,)7%1)463.)'8 '+( 'ST]VMKLX8LI7X4EYP8VEZIPIVW'SQTERMIW-RG%PPVMKLXW VIWIVZIH -RGPYHIWGST]VMKLXIHQEXIVMEPSJ-RWYVERGI7IVZMGIW3JJMGI-RG[MXLMXW TIVQMWWMSR 4EKI SJ'+8 6805H70002A UTIL1657 General Counsel Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR DAM INUNDATION MAP SERVICES CHANG CONSULTANTS This Amendment No. 1 is entered into and effective as of the _______ day of __________________, 2019, extending the agreement dated February 20, 2018, (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”). RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on February 20, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 7B8EAF4B-7C22-43E6-95B0-968A2D10CE4C 23rd January UTIL1657 General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad CHANG CONSULTANTS, a sole proprietorship By: By: (sign here) Vicki V. Quiram, Utilities Director Wayne W. Chang, Owner (print name/title) By: (sign here) (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: _____________________________ Deputy General Counsel DocuSign Envelope ID: 7B8EAF4B-7C22-43E6-95B0-968A2D10CE4C The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/23/2018 Cavignac &Associates450BStreet,Suite 1800SanDiegoCA92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property &Casualty Company of America 25674 CHANCON-01 XL Specialty Company 37885ChangConsultantsP.O.Box 9496RanchoSantaFe CA 92067-4496 1062290317 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 X Separation of In 2,000,000 4,000,000 X X Y 6805H70002A 12/31/2018 12/31/2019 4,000,000 A Included XX X Incin GL X NoOwnedAutos 6805H70002A 12/31/2018 12/31/2019 B ProfessionalLiability DPS9909475 12/31/2016 12/31/2019 Each ClaimAggregate $2,000,000$2,000,000 Re:Agreement Number:UTIL1657.Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form.Professional Liability -Claims made form,defense costs included within limit.If the insurance company elects to cancel or non-renew coverage for any reason other than nonpaymentofpremiumCavignac&Associates will provide 30 days notice of such cancellation or nonrenewal. 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%7)'8-32--;,3-7%2-2796)(-7%1)2()(83-2'09()%7%2 %((-8-32%0-2796)(8,)4)6732 7 3636+%2->%8-32 7 7,3;2-28,)7',)(90) &98320=;-8,6)74)'8830-%&-0-8=*36&3(-0=-2.96=4634)68= (%1%+)4)6732%0-2.96=36%(:)68-7-2+-2.96='%97)(-2;,30)36-2 4%68&= =396%'873631-77-327 36 8,)%'873631-77-3273*8,37)%'8-2+32=396&),%0* -28,) 4)6*361%2')3*=39632+3-2+34)6%8-327*368,)%((-8-32%0-2796)( 7 %8 8,)03'%8-32 7 ()7-+2%8)(%&3:) &;-8,6)74)'8838,)-2796%2')%**36()(838,)7)%((-8-32%0-2796)( 4EKI SJ'+8 6805H70002A -779)(%8) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= +)2)6%0496437))2(367)1)28430-'=291&)6 '+( %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 7',)(90)(4)67323636+%2->%8-32 3**-')4%' 8,)*3003;-2+%((-8-32%0)<'097-327%440= 8,-7-2796)((3)7238%440=83 &3(-0=-2.96=364634)68=(%1%+)3''966-2+364)6732%0-2.96=36 %(:)68-7-2+-2.96=%6-7-2+3983*%23**)27)'311-88)(%*8)6 %00;36/-2'09(-2+1%8)6-%074%68736)59-41)28*962-7,)(-2 '322)'8-32;-8,79',;36/328,)463.)'8 38,)68,%27)6:-') 1%-28)2%2')366)4%-67 83&)4)6*361)(&=3632&),%0*3*8,)%((-8-32%0 -2796)( 7 %88,)03'%8-323*8,)'3:)6)(34)6%8-327,%7&))2'3140)8)( 36 8,%84368-323*=396;36/3983*;,-',8,)-2.96=36(%1%+)%6-7)7 ,%7&))249883-87-28)2()(97)&=%2=4)67323636+%2->%8-3238,)68,%2 %238,)6'3286%'8363679&'3286%'836)2+%+)(-24)6*361-2+34)6%8-327*36 %46-2'-4%0%7%4%683*8,)7%1)463.)'8 '+( 'ST]VMKLX8LI7X4EYP8VEZIPIVW'SQTERMIW-RG%PPVMKLXW VIWIVZIH -RGPYHIWGST]VMKLXIHQEXIVMEPSJ-RWYVERGI7IVZMGIW3JJMGI-RG[MXLMXW TIVQMWWMSR 4EKI SJ'+8 6805H70002A UTIL 1657 AGREEMENT FOR DAM INUNDATION MAP SERVICES CHANG CONSULT ANTS T.HIS AGREEMENT is made and entered into as of the c5)bt.b day of ____::,,,,.""""""':;...a&..-4--......._""""""'---,><Z,"""''' 2018, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency or n· ed under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and CHANG CONSULTANTS, a sole proprietorship, ("Contractor"). RECITALS A. CMWD requires the professional services of an engineer that is experienced in dam inundation mapping. B. Contractor has the necessary experience in providing professional services and advice related to dam inundation mapping. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. 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. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twenty-two thousand dollars ($22,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If CMWD elects to extend the Agreement, the amount shall not exceed twenty-two thousand dollars ($22,000) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 9/27/17 1 UTIL 1657 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus General Counsel Approved Version 9/27/17 2 UTIL 1657 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. CMWD, 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 CMWD as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or General Counsel Approved Version 9/27/17 3 UTIL 1657 maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. 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 CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD For Contractor Name Lindsay Leahy Name Wayne W. Change Title Senior Engineer Title Principal Carlsbad Municieal Water District Address P. 0. Box 9496 Address 5950 El Camino Real Rancho Santa Fe, CA 92067 Carlsbad, CA 92008 Phone 858-692-0760 Phone 760-603-7325 E-mail wayne@changconsultants.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. General Counsel Approved Version 9/27/17 4 UTIL 1657 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes~ NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD 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 Executive Manager. The Executive 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 Executive 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for General Counsel Approved Version 9/27/17 5 UTIL 1657 work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD 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 CMWD, 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 CMWD 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 CMWD to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD 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 CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version 9/27/17 6 UTIL 1657 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CHANG CONSULTANTS, a sole proprietorship By: (sign here) /"/ Wayne W. Chang/owrz6r (print name/title) By: (sign here) (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad d ' By: M ~ WendyChmbers/General Manager as authorized by the Executive Manager If required by CMWD, 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, General Counsel By:~~ Deputy General Counsel General Counsel Approved Version 9/27/17 7 UTIL 1657 EXHIBIT "A" SCOPE OF SERVICES Contractor to provide civil engineering services related to flood inundation mapping of the Calavara Dam and Maerkle Dam in the City of Carlsbad. The analyses will be based on criteria from the Division of Safety of Dams (SB 92), Office of Emergency Services (California Code of Regulations Title 19, Division 2, Chapter 2, Subchapter 4), and Federal Emergency Management Agency (FEMA P-946). The scope of work is as follows: 1. Prepare separate dam failure analyses for each dam's earthen embankment. Each analysis will be based on the reservoir at full capacity and no rainfall. CMWD will provide as-built drawings for each dam. 2. Prepare flood wave routing within the watercourse (Calavera Creek and Aqua Hedionda Creek) below each dam. The routing will be based on the dam failure hydrology from Item 1. 3. Prepare flood inundation mapping based on the flood wave routing and the most recent topographic mapping available. The mapping shall be on letter to tabloid size exhibits for inclusion in the Emergency Action Plans. GIS-compatible mapping linework shall be provided to CMWD. The mapping shall be based on individual, not concurrent, failure of each dam. 4. Attend a DSOD webinar. 5. Prepare draft and final technical memos describing the source data, methodology and assumptions, and results. Separate memos shall be provided for each dam. The QA/QC process will be discussed with CMWD staff. Up to three revisions of the inundation mapping is included. All electronic data will be provided to CMWD. This agreement assumes up to 12 hours for memo processing. 6. Attend meetings and conference calls with DSOD and CMWD. These services will be performed on a time and materials basis at the billing rate of $148.00 per hour. The estimated fee is $22,000.00. General Counsel Approved Version 9/27 /17 8 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 12/26/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 ~2~l~cT Certificate Department Cavignac & Associates f.~~N,t c-"· 619-744-0574 I FAX 450 B Street, Suite 1800 IA/C Nol: 619-234-8601 San Diego CA 92101 i~l~~ss: certificates@cavianac.com INSURER($) AFFORDING COVERAGE NAIC# INSURER A : Travelers Property & Casualty Company of America 25674 INSURED CHANCON-01 INSURER B: XL Specialty Company 37885 Chang Consultants INSURERC: P.O. Box 9496 Rancho Santa Fe CA 92067-4496 INSURER D: INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER: 2113222003 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 ADDL SUBR ,~SM%~, POLICY EXP LIMITS LTR TYPE OF INSURANCE """' W\tn POLICY NUMBER IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY y 6805H70002A 12/31/2017 12/31/2018 EACH OCCURRENCE $2,000,000 f--==i CLAIMS-MADE [8J OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $1,000,000 X f--Contractual Liab MED EXP (Any one person) $10,000 X Separation of In PERSONAL & ADV INJURY $2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 Fl [8J PRO-[8J LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY 6805H70002A 12/31/2017 12/31/2018 COMBINED SINGLE LIMIT $ Included / Ea accident) f-- ANY AUTO BODILY INJURY (Per person) $ f--ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS !Per accident\ X Inc in GL X NoOwnedAutos $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ B Professional Liability DPS9909475 12/31/2016 12/31/2019 Each Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement Number: GS1485. Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. Professional Liability - Claims made form, defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. CERTIFICATE HOLDER CANCELLATION 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. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 '1 ~ I l, . © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy #6805H70002A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (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 "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requ1nng insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies 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 is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Policy #6805H70002A COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG D3 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission