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Clark Land Resources Inc; 2018-11-28; PSA19-575CA
PSA19-575CA General Counsel Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 PROJECT NO. 50551 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Clark Land Resources, Inc., a California corportation ("Contractor") and 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, referred to as ("CMWD"), dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide real property in accordance with the City of Carlsbad Engineering Standards, 2016 Edition, the Standard Specifications for Public Works Construction, 2018 Edition and the supplements thereto as published by the “Green Book” Committee of Public Works Standards and the proposal dated June 8, 2020, (“proposal”), attached as Appendix "A" for the Palomar Airport Waterline Realignment, (the “Project"). The Project services shall include easement appraisal and acquisition services. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the Executive Manager or General Manager and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within ten (10) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within one (1) year thereafter. Working days are defined in section 6-7.2 "Working Day" of the Standard Specifications for Public Works Construction (Green Book). In no event shall Contractor work beyond the term or authorized compensation of the Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on calendar days. Appendix "A", attached, prepared by Contractor and reviewed by CMWD, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of CMWD through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix “A”, then the Contractor shall only invoice CMWD for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $18,342.50. DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F July 28, 2020 PSA19-575CA General Counsel Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT EASEMENT APPRAISAL AND ACQUISITION SERVICES TASK GROUP TIME & MATERIALS TASK 1 – Appraisal $8,740 TASK 2 – Acquisition $9,352.50 TASK 3 – Other Direct Costs; Mileage, Copies, Postage $250 TOTAL (Not-to-Exceed) $18,342.50 CONTRACTOR Clark Land Resources, Inc. Clark Land Resources, Inc. (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Linda L. Clark, President Sue M. Cope, Secretary (print name/title) (print name/title) linda.clark@clarklandresources.com sue.cope@clarklandservices.com (e-mail address) (e-mail address) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, president or vice-president Column 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. CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ________________________________ Date: _________________________ Vicki V. Quiram, General Manager APPROVED AS TO FORM: CELIA A. BREWER, General Counsel BY: _____________________________ Assistant General Counsel DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F July 28, 2020 APPENDIX "A" SCOPE OF SERVICES DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F City of Carlsbad June 8, 2020 Page 3 of 3 Carlsbad's economic, legal and relationship interest to the best of our ability, all within the regulatory framework of our industry. Please do not hesitate to contact Clark Land's Project Manager, Mike Flanagan, at (858) 405-6559 with any questions, comments or concerns. Respectfully Submitted, vr l/)i.dA.J x, �e__ Linda Clark President/General Manager DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F DocuSign Envelope ID: BDA0C2B1-5381-41A2-8D35-D811F40FDD5F SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 7/9/2020 Compass Direct Insurance Services, Inc. 13681 Newport Ave., Ste 8 #622 Tustin, CA 92780 714-665-9800 714-665-9801 www.cdisi.com License #0H16100 Jeremy Seltzer Jeremy Seltzer jeremy@cdisi.com Clark Land Resources, Inc. 4167 Avenida De La Plata, Suite 108 Oceanside CA 92056 56495650 3 3 33 3 3 3 endorsements with respects to the operations of the names insured as per contract. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - ECM #35050 New York NY 10163-4668 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services are named as additional insured as per the attached 30 days notice of cancellation. A 1,000,0000100120012-0 7/3/2020 7/3/2021 100,000 3 0 3 0 3 Deductible $1,000 3,000,000 03 C CLAU187876 1/15/2020 1/15/2021 1,000,000 3 3 3 D LHZ840701 7/3/2020 7/3/2021 8,000,00033 8,000,000 B 72 WBC AD0YGU 7/3/2020 7/3/2021 3 1,000,000Y 1,000,000 1,000,000 E Professional Liability NY20MPLZ05LQVIC 7/3/2020 7/3/2021 5,000,000 Each Occ / 5,000,000 Gen Ag Deductible $10,000 Kinsale Insurance Company 38920 The Hartford 10448 AmGUARD Insurance Company 42390 Landmark American Insurance Company 33138 Navigators Insurance Company 42307 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 1 of 11 !" # $#! % &"' ( )"!* & "$ %!++!, -. / # $ % & # ' ( # )# ** % $ # $ + $ ,- * ,) # .#- ,$$ # %-/ ) # * 0 ) # $ $0 ) # )# % % * 1 20 03 ** # $$ + $ )# 4 15 ) ) # ' )# $0 * 1 3 $0 * 03 $$ # ,) # .#- ,$$ # %- % * ,# - ,# $ - ,$ $ $ & 1- 1# $0 )# ) + 0 # 0 ) 0 ) $ #/ +/ % # ) $ * # ' $$ # $ # $ # ) # ) 1 25 # * / # * 1 5 # *# / # *# 1 33 $$ # ,) # .#- ,$$ # % - % * % % * # $ # * 1 5 $ ** / * % 4 3 $ # ) * * * 0!' )# 4 10 ) $$ ) * 4 0 1 3 $$ ) * 1 ^ϱϬϭϱϬϰϮϬ WĂŐĞϭŽĨϮ Clark Land Resources, Inc.0100120012-0 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 2 of 11 * 0 * ,-/ , - 03 $$ # % 0 * ,-/ - -/ # * # $$ #1 13 $$ # * * # - - # # ' *# * # $$ #1 6327! 37! 8 6368 69 327 (6 : !7 ; 2<71 ^ϱϬϭϱϬϰϮϬ WĂŐĞϮŽĨϮ 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 3 of 11 ! "! # $ % & ' ( $ " # )) * +, - . - # $ % & # ' (# ) #* ( /+ # , - $ .( # /#0 .$$ # %0 ,, .( # /#0 .$$ # %0 1 0+ # $ $ % & 2 3 ( # , .( # /#0 .$$ # %0 % , $ , $ #1 14 # , ( # (# $* , $ , $ # (# $ % & 5 63 /7 ,, # $$ - $ (# 1 08 ( ( # ' (# $3 , 5 8 $ ,, * , % - $$ # /7 $$ # %# .0 $ , # ( $ 1 24 * $ $, (# ( , , 1 &# .( # /#0* .$$ # %0 .$ 3 % /#0 % , 3/4 7 % % , # $ # , 1 304 # ( % , ,# ( , % % , /# %5 08 # , * # , 5 8 # ,# * # ,# 5 8 $ ,, * , % 5 7 $ # ( , , , /!' (# 1 ^ϱϬϭϳϬϰϮϬ WĂŐĞϭŽĨϮ Clark Land Resources, Inc.0100120012-0 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 4 of 11 03 ( $$ ( , 1 3 5 7 $$ ( , 5 , 3 , .0* ,,* . 0 /7 $$ # % 3 , .0* ,, # * * * . 0 # , # $$ #5 07 $$ # , , # . 0 # # ' ,# , # $$ #5 +769! 79! 4 +7+4 +: 769 )+ ; !9 < 6=95 ^ϱϬϭϳϬϰϮϬ WĂŐĞϮŽĨϮ 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 5 of 11 !" # $#! % &"' ( )"!* & "$ %!++!, -. / # $ % & # ' (# ) #* ( 0+ # , - $ .( # /#0 .$$ # %0 ,, .( # /#0 .$$ # %0 1 1+ # $ $ % & 2 3 ( # , .( # /#0 .$$ # %0 % %* %* 31 24 # , ( # (# $* , $ (# # , $ % & % %* %* 35 63 07 ,, # $$ - $ (# 1 18 ( ( # ' (# $3 , 5 8 $ ,, * , % - $$ 07 $$ # # * $ $, (# , 5 8 $ ,, * , % 3 7 $ # ( , , , 0!' (# 1 13 ( $$ ( , 1 3 5 7 $$ ( , 5 ^ϱϬϭϲϬϰϮϬ WĂŐĞϭŽĨϮ Clark Land Resources, Inc.0100120012-0 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 6 of 11 , 3 , .0* . 0 07 $$ # % 3 , .0 # * * * . 0 # , # $$ #5 17 $$ # , , # . 0 # # ' ,# , # $$ #5 +769! 79! 4 +7+4 +: 769 )+ ; !9 < 6=95 ^ϱϬϭϲϬϰϮϬ WĂŐĞϮŽĨϮ 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 7 of 11 " " ! " #" $ %!& ' (! ) % !# $ ** + ,- . / 01!& $ ! $ ,# $ ' ) !2&,& # # ! # #$ % % & ' ( $ & % ($ $ ( & ) & * # % ) $ % +$ & & % ,$ - ) & * $ ( & )( (. /012! 02! 3 /0/3 /4 012 5/ 6 !2 7 182. ^ϰϬϬϮϬϭϭϬ WĂŐĞϭŽĨϭ Clark Land Resources, Inc.0100120012-0 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 8 of 11 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective: Countersigned By: Named Insured: (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): Blanket as required by written contract. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. Clark Land Resources, Inc. CLAU187876 1/15/2020 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 9 of 11 COMMERCIAL AUTO CA 04 44 03 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 04 44 03 10 © Insurance Services Office, Inc., 2009 Page 1 of 1 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organization(s): Blanket as required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Oth- ers To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "ac- cident" or the "loss" under a contract with that person or organization. Clark Land Resources, Inc. CLAU187876 1/15/2020 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 10 of 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/12/19 Policy Expiration Date:07/03/20 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:WC 04 03 06 Policy Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:CLARK LAND RESOURCES, INC. 2943 HARRIS DR VISTA CA 92084 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us 72 WBC AD0YGU 07/03/2020 56495650 | 20/21 GL AU UMB WC | Nina Lautenschlager | 7/9/2020 10:52:39 AM (PDT) | Page 11 of 11 MASTER AGREEMENT FOR REAL PROPERTY SERVICES CLARK LAND RESOURCES, INC. PSA 19-575CA THIS AG~El;MENT is made and entered into as of the ~ day of N:>s:fvv\~, 2018, 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, hereinafter referred to as "CMWD", and Clark Land Resources, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in real property 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 real property services. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 18-05, 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. 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 December 1, 2018, through November 30, 2021. 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 Board of Directors. 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 CMWD 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 Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General General Counsel Approved Version 6/12/18 PSA 19-575CA Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed seventy- five thousand dollars ($75,000) per agreement term. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, 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 thereof. 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. 2 General Counsel Approved Version 6/12/18 PSA 19-575CA 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any 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. 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 CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; 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 for CMWD 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 (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 3 General Counsel Approved Version 6/12/18 PSA 19-575CA 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 General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to 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 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 anytime, 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. 4 General Counsel Approved Version 6/12/18 PSA 19-575CA 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 notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Title Address Phone Email Sue Cope Project Manager 4167 Avenida de la Plata, Suite 108 Oceanside, CA 92056 760-758-1562 sue.cope@clarklandresources.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. 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 ~ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. 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 5 General Counsel Approved Version 6/12/18 PSA 19-575CA 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 all available legal and equitable remedies available to them or from seeking review of the directed solution in a court of competent jurisdiction. If the Executive Manager fails to timely direct a binding solution, then either party may seek all available legal and equitable remedies in a court of competent jurisdiction. 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 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 Section 19 of this Agreement and not in anticipation of litigation or in conjunction with litigation. However, if the Executive Manager fails to direct a solution to the Agreement claim pursuant to the dispute resolution procedure set forth in Section 19, Contractor may pursue any available legal remedies in a court of competent jurisdiction. 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 6 General Counsel Approved Version 6/12/18 PSA 19-575CA 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. 26. 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. Ill Ill Ill Ill Ill /II 7 General Counsel Approved Version 6/12/18 PSA 19-575CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this_1_1_th ____ day of October , 2018. CONTRACTOR Clark Land Resources, Inc., a California corporation By: .fu,~ ~-~~ (sign here) Linda L. Clark/President-Gen Mgr (print name/title) Susan M. Cope/Secretary (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 By: Ii{/"// ~em ATTEST: 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. GroueA Chairman, President, or Vice-President Groue B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation .!!ll!§! 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 8 General Counsel Approved Version 6/12/18 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF 2an !>I£~ On lb l t (j J \fo • before me '.t, · L~\,~f,;m,1 V[A_bli c_, ~- personally appeared --t::L.....,_.~v'.J'--L-\,d,L.M:.°'~LL........-'· C""""'-1-J~t:l.,..__f ~~~/--+-PVl'~,S\~d-e'""--"ktt_,.__· L-----=C{i?~n'----+---'L-M-'¥-+0 C~- who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ( Notary Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA couNTY oF ,l3an D'1ee-> On \ D \ \ {,Q. l l l:) , before me personally appeared S1S(}..(\ ~ · ~ l :2€{}C-£,M1(j who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sheithey executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (?\otary Seal) T·!and'daru '/ra/orms ch~rnb/Finr imendmenr 10 Grrtnt o/ Edsem1::111 PSA 19-575CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of real property services tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Property Appraisals B. Property Acquisition Assistance Requests for work not listed above must be contracted under separate agreement. 9 General Counsel Approved Version 6/12/18 Master Services Agreement Cost Proposal for Real Property Services The following.rates include both Clark Land and our subconsultant rates along with the other direct costs (ODC's) for mileage, copies, etc. PSA19-575CA City of Carlsbad -Master Services Agreement Cost Proposal I Real Property Services These rates will be valid for the duration of the contract-three years from time of award, if awarded this year, 2018. Clark Land Resources, Master Agreement Rate Schedule Staff Sue Cope, SR/WA Fred Clark, SR/WA Ted Hendrickson, MAI Mike Flanagan, SR/WA, R/W-NAC Mark Hendrickson, MAI Elsie Esquivel Tom Petrosky, SR/WA Mike Harris, R/W-NAC Bethanee Lussier, SR/WA; Greg Hill, RWA; Donna Fritts Christi Keller Debra Halpin Jeff Davis, RWA; Kathy Cabanilla Jenny Martinez, RWA Sandra Robinson, RWA Cynthia Stutz, Corbin White, Brenda Gomez, Alexandria Clark-Quinones Title/Classification Principal in Charge QA/QC QA/QC Appraisals Project Manager Lead Sr. Appraiser Real Estate Broker Sr./Lead Acquisition Agent Sr. Relocation Agent Sr. Right of Way Agents Sr. Permitting Specialist Contract Administration Right of Way Agent Title Supervisor Title Researcher Right of Way Assistants Hourly Rate $195.00 $190.00 $190.00 $180.00 $180.00 $175.00 $175.00 $170.00 $170.00 $150.00 $150.00 $135.00 $100.00 $90.00 $85.00 Crockett & Associates (Subconsultant), Master Agreement Rate Schedule Staff Rich Crockett 10 Title/Classification Goodwill/FF&E Appraiser Hourly Rate $125.00 Cost Proposal I Clark Land Resources, Inc. (WBE/SBE) Description Mileage Copies Title Reports PSA19-575CA City of Carlsbad-Master Services Agreement Cost Proposal I Real Property Services Clark Land Team Expense Cost for Master Agreement Cost % Mark Up Total Per Unit Cost IRS Allowable Rate -currently .545 cents per .60 at current IRS Allowable mile 10% Rate .14 center per copy 10% .15 cents $750.00 6.67% $800.00 Note: No condemnation or expert witness costs are included with this proposal. Cost Proposal I Clark Land Resources, Inc. (WBE/SBE) 11 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/12/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Compass Direct Insurance Services, Inc. CONTACT Jeremv Seltzer NAME: 13681 New~ort Ave., Ste 8 #622 PHONE 714-665-9800 FAX 714-665-9801 Tustin, CA 2780 IAJC No Extl: IAJC Nol: E-MAIL jeremy@cdisi.com ADDRESS: - INSURERISl AFFORDING COVERAGE ---·---+ NAIC 11 ____ www.cdisi.com License #OH16100 INSURER A: Hiscox Insurance Company ! 10200 INSURED INSURERB: Foremost Siqnature Insurance Company 41513 Clark Land Resources, Inc. INSURER c : Wesco Insurance Company 25011 2943 Harris Drive Vista CA 92084 INSURER D : StarStone Specialty Insurance Company 44776 INSURERE: AXIS Surolus Insurance Company I 26620 INSURERF: i COVERAGES CERTIFICATE NUMBER: 44880553 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. '~M : TYPE OF INSURANCE A ! / ! COMMERCIAL GENERAL LIABILITY ,~, -1 ~ · ! I CLAIMS-MADE : / . OCCUR ,-----+-------' L_____.'.______ ~ Deductible $5,000 !; ✓ MPL1356400.18 17/3/2018 7/3/2019 i EACH OCCURRENCE ; $1,000,000 1 i ~~~~~ir?E~~~~~r?encel I $50,000 I MED E;P (Any one person) I $5,000 ·----------------1 ! GEN'L AGGREGATE LIMIT APPLIES PER I PERSONAL & ADV INJURY -~_$_1,000,000 _ -------- ! GENERAL AGGREGATE I $3,000,000 ✓ ~--------+------------, -, ~ ~ PRO-i~I __!___, POLICY _ __; JECT :______j LOC , OTHER. C AUTOMOBILE LIABILITY I/ I D E B A , / i ANY AUTO ~ OWNED _, AUTOS ONLY ' HIRED n SCHEDULED h ~~~~5WNED _{_i AUTOS ONLY W AUTOS ONLY i I ~ UMBRELLA LIAB :...L_j OCCUR I; I I EXCESS LIAB ; CLAIMS-MADE i I C-1 I RETENTION$ I I 'OED I I I 'WORKERS COMPENSATION ' I I I AND EMPLOYERS' LIABILITY Y/N ! I ANYPROPRIETOR/PARTNER/EXECUTIVE i p;:~~::~~~~i~ EXCLUDED? ~;NIA i i If yes, descnbe under I DESCRIPTION OF OPERATIONS below • Professional Liability I I I I I ! I I I : I 1WPP1406677 02 XL00201172-01 ✓ 826701180ALI ENN600723 ✓ : WC 08104053 05 I MPL 1356400.18 Deductible $10,000 I PRODUCTS -COMP/OP AGG $1,000,000 1/15/2018 1/15/2019 j (E~~~~~~~lflNGLELIMIT j $2,000,000 10/12/2018 10/12/2019: BODILY INJURY (Per person) 1 $ : BODILY INJURY (Per accident). $ ------~----·- I ~PROPERTY DAMAGE 1 (Per accident) ' $ I $ : 9/12/2018 I 9112/2019 I EACH OCCURRENCE $1,000,000 i 9/14/2018 19/14/2019 I I $ 1,000,000 I AGGREGATE I I I I I$ 7/3/2018 : 7/3/2019 : ✓ i ~\=f rnTE I I OTH- I ER I I ~ E.L. EACH ACCIDENT $1,000,000 : E L. DISEASE -EA EMPLOYEE: $ 1 000 000 i I ! E L. DISEASE -POLICY LIMIT . $ 1 000 000 7/3/2018 I 7/3/2019 11,000,000 Each 0cc / 5,000,000 Gen Ag i I I I I I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services are named as additional insured as per the attached endorsements with respects to the operations of the names insured as per contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Comi;?liance Services ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 4668 -ECM #35050 New York NY 10163-4668 AUTHORIZED RE PRES EN TA TIVE ~~ Jeremy Seltzer © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 44880553 I 18/19 GL AU UMB WC Nina Lautenschlager I 10/12/2018 1 :46: 14 PM (PDT) I Page 1 of 8 ✓ / ~·fl HISCOX PRO™ Endorsement 11 APPLICANT NAME: Clark Land Resources, Inc. E6149.4 Additional Insured Endorsement In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the Professional Liability Coverage Part is/are amended as follows: I. The following definition is added to the end of Section Ill. Who is an insured: Additional insured means the person or organization listed below: City of Carlsbad/CMWD Coverage is available for additional insureds solely for their liability arising out of the named insured's negligence or of those acting on the named insured's behalf and not for any liability arising out of the sole negligence of the additional insured. II. In the preamble of Section Ill. Who is an insured, the words "additional insured," are added after "named insured,". Ill. In Section VII. Definitions, the definition of "You, your, or insured" is amended to add the words "additional insured," after "named insured,". WCL E6149 CW (09/14) 44880553 I 18/19 GLAU UMB WC I Nina Lautenschlager I 10/12/2018 1:46:14 PM (PDT) I Page 2 of 8 Page 1 of 1 HPSENSLRQT'12 MPL1356400.18 Clark Land Resources, Inc. ~·~ HISCOX PRO"' General Liability Coverage Part (Occurrence) Ill. Who is an insured A. Sole proprietorships B. Partnerships or joint ventures In addition to the named insured, other persons or organizations may qualify as insureds, as stated below. For purposes of this Section Ill only, you means the named insured. If you are an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. However, if you die: 1. persons or organizations having proper temporary custody of your property are insureds, but only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and 2. your legal representative is an insured, but only with respect to his or her duties as your legal representatives. As such, they will assume your legal rights and duties under this Coverage Part. If you are a duly organized partnership (including a limited liability partnership) or a joint venture, your members, partners, and their spouses are insureds, but only with respect to the conduct of your business. Includes copyrighted material of Insurance Services Offices, Inc., with its permission 44880ss3"1f~f;qgo6r,C)M (JR/i1it I Nina Lautenschlager I 10/12/2018 1, 46, 14 PM (PDT) I Page 3 of 8 f'\.fl HISCOX PRO"' General Liability Coverage Part (Occurrence) C. Limited liability companies D. Other organizations E. F. G. H. I. J. Trusts Employees Volunteer workers Real estate managers Amateur athletic participants Newly acquired or formed organizations K. Additional insureds If you are a duly organized limited liability company, your members and their spouses are insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. If you are an organization (including a professional corporation) other than a partnership, joint venture, or limited liability company, your directors and officers are insureds, but only with respect to their duties as your directors or officers. Your stockholders and their spouses are also insureds, but only with respect to their liability as your stockholders. If you are a trust, your trustees are insureds, but only with respect to their duties as your trustees. Your employees are insureds, but only while in the course and scope of their employment by you or while performing duties related to the conduct of your business. Your volunteer workers are insureds, but only while in the course and scope of their activities related to the conduct of your business performed on your behalf or at your direction. Persons (other than your employees) or organizations acting as your real estate managers are insureds, but only with respect to their duties as your real estate managers. Any person representing you while participating in an amateur athletic activity you sponsor is an insured. However, no such person is an insured for: 1. bodily injury to a. a co-participant, your employee, or your volunteer worker while also participating in the amateur athletic activity you sponsor; or b. you or any of your partners, members, or officers; or 2. property damage to property owned, occupied, or used by; rented to; or in the care, custody, or control of: a. a co-participant in the amateur athletic activity you sponsor, your employee, or your volunteer worker; or b. you or any of your partners, members, or officers. If there is no other similar insurance available, any organization you acquire or form during the policy period, and in which you have majority ownership or interest at the time of an occurrence or offense covered by this Coverage Part, will qualify as an insured. This coverage is effective on the date of acquisition or formation and is afforded only until the 180th day after you acquire or form the organization, or the end of the policy period, whichever is earlier. There is no coverage for the acquired or formed organization for: 1. bodily injury or property damage that occurred; or 2. personal or advertising injury arising out of an offense that was committed, before you acquired or formed the organization. The acquired or formed organization is an insured only with respect to the conduct of your business. If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part, the following persons or organizations are insureds: 1. Any person or organization from whom you lease any premises, but only with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to you. However, there is no coverage for such additional insureds for any structural alterations, new construction, or demolition operations performed by or on behalf of the additional insured. Includes copyrighted material of Insurance Services Offices, Inc., with its permission H880SS3Vl.jC~jlqgo~Lc~ (~1it I Nina Lautenschlager I 10/12/2018 1, 46, 14 PM (PDT) I Page 4 of 8 ~·~ HISCOX PRO"' General Liability Coverage Part (Occurrence) A person or organization's status as an additional insured under this subsection 1 ends when you cease to be a tenant in the premises. 2. Any person or organization for whom you are performing operations, but only with respect to liability arising out of: a. your acts or omissions or of those acting on your behalf; and b. the performance of your ongoing operations for the additional insured. However, there is no coverage for such additional insureds for: a. bodily injury, property damage, or personal and advertising injury arising out of the rendering of or failure to render any professional architectural, engineering, or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings, or specifications; or (2) supervisory, inspection, architectural, or engineering activities; or b. bodily injury or property damage occurring after: (1) all work, including materials, parts, or equipment furnished in connection with such work, on the project (other than service, maintenance, or repairs) to be performed by or on behalf of the additional insured at the location of the covered operations has been completed; or (2) that portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. A person or organization's status as an additional insured under this subsection 2 ends when your operations for that additional insured are completed. 3. Any person or organization who sells or distributes your products (referred to in this subsection as "vendor"), but only with respect to bodily injury or property damage arising out of your products sold or distributed in the regular course of such vendor's business. However, there is no coverage for such additional insureds for: a. bodily injury or property damage for which the vendor is legally obligated to pay damages because of liability assumed in a contract or agreement; however, this exclusion will not apply to liability the vendor would have in the absence of such contract or agreement; b. any express warranty unauthorized by you; c. any physical or chemical change in the product made intentionally by the vendor; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product; f. demonstration, installation, servicing, or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part, or ingredient of any other thing by or for the vendor; h. bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf; however, this exclusion will not apply to: Includes copyrighted material of Insurance Services Offices, Inc., with its permission 44880553IJl.1C~f;qgo~LC~(J1'/ti1fit I Nina Lautenschlager I 10/12/2018 L46,14 PM (PDTI I Page 5 of 8 ..,•f9 HISCOX PRO"' General Liability Coverage Part (Occurrence) (1) repackaging when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (2) demonstration, installation, servicing, or repair operations performed at the vendor's premises in connection with the sale of the product; or (3) inspections, adjustments, tests, or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the product. This insurance does not apply to any person or organization from whom you have acquired: a. products; b. any ingredient or part of any product; or c. any container containing any products. 4. Any person or organization from whom you lease any equipment, but only with respect to liability arising out of your maintenance, operation, or use of such equipment. A person or organization's status as an additional insured under this subsection 4 ends when the equipment lease expires, and this insurance will not apply to any occurrence or offense which takes place after such expiration. 5. Any other person or organization not included in 1 through 4 above, provided the contract or agreement: a. is currently in effect or becomes effective during the policy period; and b. was executed before the bodily injury or property damage occurred or the offense out of which the personal and advertising injury arises was committed. Coverage is available for additional insureds solely for their liability arising out of your negligence or of those acting on your behalf and not for any liability arising out of the sole negligence of the additional insured. Notwithstanding anything to the contrary in the other insurance provisions in the General Terms and Conditions or in this Coverage Part, the coverage available under this Coverage Part to any additional insured will be primary and non-contributory, and any other insurance available to the additional insured for the same claim or occurrence will be specifically excess of the coverage part limit. Notwithstanding anything to the contrary in the subrogation provision in the General Terms and Conditions, we agree to waive any right of recovery we may have against any additional insured because of payments we make for injury or damage arising out of: 1. the ownership, maintenance, or use of that part of any premises leased to you; 2. your ongoing operations; or 3. your work done under a contract with the additional insured and included in the products- completed operations hazard. The limits of liability applicable to any additional insured are either the amounts specified in the contract or agreement requiring them to be added as an additional insured, or the limits identified in the Declarations, whichever is less, and such amounts will be a part of, and not in addition to, the coverage part limit. Includes copyrighted material of Insurance Services Offices, Inc., with its permission 4488055311'1C~f;qgoaLc)(15 (~1it I Nina Lautenschlager I 10/12/2018 1, 46, 14 PM (PDT) I Page 6 of 8 ~·~ HISCOX PRO™ Endorsement 7 APPLICANT NAME Clark Land Resources, Inc. E6046.1 Waiver of Subrogation Endorsement (Specific Entity) In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the General Terms and Conditions are amended as follows: In Section V. Other provisions affecting coverage, I. Subrogation, is deleted in its entirety and replaced with the following: I. Subrogation WGL E6046 CW (05/13) In the event of any payment by us under this policy, we will be subrogated to all of your rights of recovery to that payment. You will do everything necessary to secure and preserve our subrogation rights, including but not limited to the execution of any documents necessary to allow us to bring suit in your name. You will do nothing to prejudice our subrogation rights without our prior written consent. Any recovery first will be paid to you up to the amount of any retention you have paid, and then to us up to the amount of any covered amounts we have paid. However, with respect to any payment we make under the Professional Liability Coverage Part Coverage Part for any claim arising from your professional services performed for San Diego Gas & Electric, we agree to waive any right of recovery we may have against San Diego Gas & Electric. Page 1 of 1 HPSENSLRQT42 44880553 I 18/19 GL AU UMB WC I Nina Lautenschlager I 10/12/2018 1: 46: 14 PM (PDT) I Page 7 of 8 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 71312018 at 12:01 A.M. standard time, forms a part of (DATE) Policy No. WC 08104053 05 Endorsement No. of the FOREMOST SIGNATURE INSURANCE COMPANY (NAME OF INSURANCE COMPANY) issued to Clark Land Resources, Inc. Premium (if any) $ Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization City of Carlsbad/CMWD WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Schedule Job Description 4-l330S53 I 13/13 3L AU UMB WC I Nina. Lautenschlager I 10/12/2013 1:46:14 PM tPDT) I Page '3 of 3