Loading...
HomeMy WebLinkAboutECORP Consulting Inc; 2018-04-11;AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL CULTURAL RESOURCE SERVICES ECORP CONSULTING, INC. No. 1 is entered into and effective as of the a ~ay of __ ..,,_.,-.....,,..~~"""""''-------' 2018, amending the agreement dated April 11, 2018 (the "Agreement' by and between the City of Carlsbad, a municipal corporation, ("City"), and ECORP Consulting, Inc., a California corporation, ("Contractor") (collectively, the "Parties") for professional cultural resource services. RECITALS A. The Parties desire to alter the Agreement's scope of work to include additional cultural resource services; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty one thousand five hundred eighty dollars ($21,580). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed three thousand dollars ($3,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by April 10, 2019. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. II II II II II II 1 City Attorney Approved Version 9/27/16 6. The individuals executing this Amendment 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 Amendment. ECORP CONSULTING, INC., a California corporation Byg~ (sign here) +la I R'(;(. M~ V-P / CPD (print nae/title) I CITY OF CARLSBAD, a municipal corporation of the State of California B~JL_(~ DEBBOUNTAIN Director, Community & Economic Development ATTEST: BAA8.A: GlESoN City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Refine historical resources data from the California Historical Resources Information System (CHRIS). A total of 521 reports and 439 site records for the City of Carlsbad search area were received and age classifications are absent from the vast majority of recorded historical resources in the Resource List and incongruity exists regarding report type (e.g. management, inventory survey, etc.). A brief review of each individual site record and report associated with the project area is necessary. A total of 21 hours for data refinement is needed to prepare project data for GIS creation and mapping. This refined information is vital to achieving the goals of the archaeological and built environment sensitivity models by clarifying the spatiotemporal extent of historical resources to assist City planning staff in future studies and projects. Total cost -$3,000 City Attorney Approved Version 9/27/16 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/VYYY) ~ 6/21/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 Owen-Dunn Insurance Services CONTACT NAME: 1455 Response Road, Suite 260 r.t]~NJ~ ~--••-/916\ 993-2700 I FAX (916) 993-2683 iAJc Nol: Sacramento, CA 95815 E-MAIL ADDRESS: INSURERfS\ AFFORDING COVERAGE NAIC# www.owendunn.com OM07762 INSURER A: Travelers lndemnitv Comoanv of CT 25682 INSURED INSURERB: RSUI lndemnitv Comnanv 22314 ECORP Consulting, Inc. INSURERC: State Comnensation Insurance Fund of California 35076 2525 Warren Drive Rocklin CA 95677 INSURERD: Colonv Insurance Comnanv 39993 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER· 42683203 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR ,:~M%~, ,:~rJ%~, LTR ,,.,~n l~n,n POLICY NUMBER LIMITS A ....L COMMERCIAL GENERAL LIABILITY I I 6806H184619 10/1/2017 10/1/2018 EACH OCCURRENCE $1 000 000 D CLAIMS-MADE CJ OCCUR DAMAGE TO RENTED -PREMISES /Ea occurrence\ $1 000 000 MED EXP (Any one person) $5 000 -PERSONAL & ADV INJURY $1 000 000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ POLICY 0 jr& DLOC PRODUCTS -COMP/OP AGG $2 000 000 OTHER: SIR $$0 A AUTOMOBILE LIABILITY I BA3G993735 10/1/2017 10/1/2018 fE~~~~~~llNGLE LIMIT $1 000 000 - ....L ANY AUTO BODILY INJURY (Per person) $ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS -HIRED ~ NON-OWNED ;p~?~~~8AMAGE AUTOS ONLY AUTOS ONLY $ -~ $ B UMBRELLA LIAB H OCCUR NHA243501 10/1/2017 10/1/2018 EACH OCCURRENCE $5 000 000 - I EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 OED I I RETENTION$ $ C WORKERS COMPENSATION 910702118 7/1/2018 7/1/2019 I PER I I OTH- AND EMPLOYERS" LIABILITY / STATUTE ER Y/N L&H 090490718 7/1/2018 7/1/2019 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 Incl. USL&H E.L. EACH ACCIDENT $1000000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $1 nnn nnn If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1 000 000 D Pollution Liability CPLUS307583 10/1/2017 10/1/2018 2.000.000 Aggregate 2,000.000 Each Pollution Cond. Professional Liability CPLUS307583 10/1/2017 10/1/2018 2,000,000 Each Claim 2,000,000 Aggregate -Retroactive Date: 8/1/1998 -Claims Made Poll. & Prof. Liab. Ded: 25 000 DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (ACORD 101. Additional Remarks Schedule. may be attached if more space is required) RE: P16-243.01 -Deltek-Cultural Resource Services General Liability Additional Insured applies per terms and conditions of the attached endorsement(s). Primary Wording for General Liability applies per terms and conditions of the attached endorsement. General Liability Waiver of Subrogation applies per terms and conditions of the attached endorsement. Auto Liability Additional Insured applies per terms and conditions of the attached endorsement(s). CERTIFICATE HOLDER City of Carlsbad Community & Economic Development 1635 Faraaay Avenue Carlsbad CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Candace Alicea © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 42683203 I 17-18 Master w/ 18-19 WC Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 1 of 12 AGENCY CUSTOMER ID: __________________ _ LOC#: -------- ADDITIONAL REMARKS SCHEDULE AGENCY Owen-Dunn Insurance Services POLICY NUMBER CARRIER I NAICCODE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (03/16) HOLDER: City of Carlsbad Community & Economic Development ADDRESS: 1635 Faraday Avenue Carlsbad CA 92008 NAMED INSURED ECORP Consulting, Inc. 2525 Warren Drive Rocklin CA 95677 EFFECTIVE DATE: The following are Additional Insured if required by written contract: City of Carlsbad, and its officers, officials, employees and volunteers Page of ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM 42683203 I 17-18 Master w/ 18-19 WC Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 2 of 12 COMMERCIAL GENERAL LIABILITY 6806H184619 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 requiring 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 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 3 of 12 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 DJ 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., Vlith its permission 42683203 I 17-18 Master w/ 18-19 we I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 4 of 12 COMMERCIAL GENERAL LIABILITY 6806H 184619 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS COVERAGE XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights. duties, and what is and is not covered. A. Broadened Named Insured K. Additional Insured -Lessor Of Leased Equipment B. Incidental Medical Malpractice L. Additional Insured State Or Political C. Reasonable Force -Bodily Injury Or Property Subdivisions -Permits Relating To Premises Damage M. Additional Insured State Or Political D. Non-Owned Watercraft -Increased To Up To 75 feet E. Aircraft Chartered With Crew F. Damage To Premises Rented To You G. Malicious Prosecution -Exception To Knowing Violation Of Rights Of Another Exclusion H. Medical Payments -Increased Limit I. Increased Supplementary Payments J. Additional Insured -Owner, Manager Or Lessor Of Premises PROVISIONS A. BROADENED NAMED INSURED 1. The following is added to SECTION II -WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such additional organization will cease as of the date during the policy period that you no longer maintain ownership of, or majority interest in, such organization. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "occurrence" in the DEFINITIONS Section: Subdivisions -Permits Relating To Operations N. Who Is An Insured -Newly Acquired Or Formed Organizations 0. Knowledge And Notice Of Occurrence Or Offense P. Unintentional Omission Q. Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Written Contract R. Amended Insured Contract Definition -Railroad Easement Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 3. The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 5 of 12 COMMERCIAL GENERAL LIABILITY does not apply to any "bodily injury" arising out of any providing or failing to provide first aid or "Good Samaritan services" by any of your "employees", other than an employed doctor. Any such "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Sale of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary. excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide first aid or "Good Samaritan services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. C. REASONABLE FORCE -BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. D. NON-OWNED WATERCRAFT -INCREASED TO UP TO 75 FEET 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for ·a charge; 2. The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge; 3. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for "bodily injury" that arises out of the use of a watercraft that you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. E. AIRCRAFT CHARTERED WITH CREW 1. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: This exclusion does not apply to an aircraft that is: (a) Chartered with crew to any insured; Page 2 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 6 of 12 (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. 2. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for use of an aircraft that is: (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. F. DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to such damage to premises as described in Paragraph 6. of Section Ill -Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c. Explosion of steam boilers, steam pipes, steam engines. or steam turbines. COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 6. of SECTION Ill -LIMllS OF INSURANCE: Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $1,000,000; or b. The amount shown on the Declarations of this Coverage Part for Damage To Premises Rented To You Limit. 3. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, explosion, or lightning; or (5) Water, is not an "insured contract"; 4. The following replaces Paragraph 4.b.(1 )(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for premises rented to you, or temporarily occupied by you with the permission of the owner; CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 7 of 12 COMMERCIAL GENERAL LIABILITY G. MALICIOUS PROSECUTION -EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF ANOTHER EXCLUSION The following is added to Exclusion a., Knowing Violation Of Rights Of Another, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: This exclusion does not apply to "personal injury" caused by malicious prosecution. H. MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C. for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. I. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. J. ADDITIONAL INSURED -OWNER, MANAGER OR LESSOR OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you have signed that contract; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you under that written contract. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) "Bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. K. ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is Page 4 of 6 © 2016 The Travelers Indemnity Compan·y. All rights reserved. CG D3 79 0116 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalski ) 6/21/2018 2:52:04 PM (PDT) J Page 8 of 12 committed, after you have signed that written contract; and b. Is caused, in whole or in part, by acts or omissions of you or any person or organization performing operations on your behalf, in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less; and b. The insurance provided to such equipment lessor does not apply: (1) To any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after the equipment lease expires; or (2) If the equipment is leased with an operator. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. L. ADDITIONAL INSURED STATE OR POLITICAL SUBDIVISIONS PERMITS RELATING TO PREMISES The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or occupied by, or rented or loaned to, you, is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the existence, ownership, use, maintenance. repair. construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes. marquees, hoist away openings. sidewalk vaults. elevators. street banners or decorations for which that state or political subdivision has issued such permit. COMMERCIAL GENERAL LIABILITY M. ADDITIONAL INSURED STATE OR POLITICAL SUBDIVISIONS PERMITS RELATING TO OPERATIONS The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit with respect to operations performed by you or on your behalf is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed by you or on your behalf for which that state or political subdivision has issued such permit. However, no such state or political subdivision is an insured for: (1) "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed for that state or political subdivision; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". N. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4.a. of SECTION II -WHO IS AN INSURED: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organizations, if you report such organization in writing to us within 180 days after you acquire or form it. 0. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim Or Suit, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 42683203 ! 17-18 Master w/ 18-19 WC j Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 9 of 12 COMMERCIAL GENERAL LIABILITY (1) Notice to us of such "occurrence" or of an offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company). any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust), or any "employee" (such as an insurance, loss control or risk manager or administrator) authorized by you to give notice of an "occurrence" or offense. Knowledge by any other "employee" of an "occurrence" or offense does not imply that you also have such knowledge. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture. limited liability company. trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation, accident, or health insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under the Coverage Part may apply. P. UNINTENTIONAL OMISSION The following is Representations, COMMERCIAL CONDITIONS: added to Paragraph 6., of SECTION IV GENERAL LIABILITY The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However. this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY WRITTEN CONTRACT 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 injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf. done under a written contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract signed by you prior to loss. R. AMENDED INSURED CONTRACT DEFINITION -RAILROAD EASEMENT 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 42683203 I 17-18 Master w/ 18-19 we I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 10 of 12 BA3G993735 4. Loss Payment -Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto· from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered ·auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto· you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the ''trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA 00 0110 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 42683203 I 17-18 Master w/ 18-19 WC I Dawn Zychalsk1 6/21/2018 2:52:04 PM (PDT) I Page 11 of 12 BA3G993735 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to the Paragraph A.1.c., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for dam- ages to which this insurance applies and only to the extent that person or organization qualifies as an "in- sured" under the Who Is An Insured provision con- tained in SECTION II. CAT4370215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 42683203 I 17-18 ~ast:er w/ 18-19 WC I Dawn Zychalski I 6/21/2018 2:52:04 PM (PDT) I Page 12 of 12 AGREEMENT FOR PROFESSIONAL CULTURAL RESOURCE SERVICES ECORP CONSULTING, INC. HIS AGREEMENT is ma<jlp-,and entered into as of the /fl::b day of -----1..,....q<..-:::;IJ~--=-----' 20.Q{, by and between the CITY OF CARLSBAD, a municipal n, ("City"), and ECORP CONSUL TING, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in conducting cultural resources records searches and mapping. B. Contractor has the necessary experience in providing professional services and advice related to preparing a citywide cultural resources records search and preparing updated archaeological and built environment sensitivity models to ensure compliance with the current regulatory context the city operates in. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) from the date first above written. The City 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, City needs, and appropriation of funds as necessary. 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 will be eighteen thousand five hundred eighty dollars ($18,580). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 9/27/17 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will suNve 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 City Attorney Approved Version 9/27/17 2 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional ins.ired. 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 City). $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 City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the followin.g provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. City Attorney Approved Version 9/27 /17 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Teri Delcamp Title Principal Planner Department CED ---------- City of Carlsbad Address 1635 FaradayAvenue Carlsbad, CA 92008 Phone No. 760-602-4611 For Contractor Name Lisa Westwood Title Director of Cultural Resources Address 2525 Warren Drive Rocklin, CA 95677 Phone No. 916-782-9100 Email lwestwood@ecorpconsulting.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. City Attorney Approved Version 9/27 /17 4 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. YesD No~ 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable City Attorney Approved Version 9/27/17 5 under this Agreement. City 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, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 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 City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 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. City Attorney Approved Version 9/27/17 6 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. ECORP CONSUL TING, INC. a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California ~t:=~) DEBBIE FOUNTAIN (51( ~ Director, Community & Economic Development ATTEST: By Ji:J~ ~K1tl-1!2~/JuL (sign here) ~ BARBARA ENGLESON µAL fR.C€:!'1;)J 1 ,/, e.C (Pe5, City Clerk (print nameJtitle) ?@ If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 9/27 /17 7 EXHIBIT "A" SCOPE OF SERVICES Sensitivity Model Update Upon receipt of a completed and signed California Office of Historic Preservation California Historical Resources Information System (CHRIS) Conditional Use Agreement from the City, ECORP will conduct a cultural resources records search for the entire limits of the City of Carlsbad with the CHRIS. ECORP will obtain a list of site records for all previously recorded archaeological sites and historical resources within the City limits. ECORP will also obtain a list of technical reports to determine survey coverage. This information will be used to update the archaeological and built environment sensitivity models for the City, which are included in the City's 2017 guidelines. ECORP will obtain the GIS shapefiles of site records and technical reports directly from the South Coastal Information Center and digitize or upload boundaries of the data into the GIS for the City's sensitivity models. The models will be revised to reflect updated zones of high, moderate, and low sensitivity. ECORP will provide a PDF and two updated plots of each model. ECORP will also provide electronic PDFs of all site records and reports provided by the Information Center. The estimated deliverable date will depend on the response time of the CHRIS and will be communicated to the City upon receipt of the results of the records search. ECORP will only transmit confidential GIS data to the City upon the City's establishment of a confidential storage mechanism for such data per CHRIS requirements. If no confidential storage mechanism is established, then no confidential GIS data will be transmitted from ECORP to the City as part of this Agreement. This cost includes records search fees (assessed by the CHRIS), staff labor to process data and transmit PDFs of all records and reports, and staff labor to update the GIS model. The City will maintain all provided data in accordance with the CHRIS Conditional Use Agreement. Information Center: Map Analysis and Model Update: Total Cost Estimate: 8 $10,260 $ 8,320 $18,580 City Attorney Approved Version 9/27/17 : .,/,:~~ ECORP Consulting,~-=I:;.:;n:.::;,c=--. ______________ _ ~ ENVIRONMENTAL CONSULTANT Memorandum FROM: DATE: RE: ECORP Consulting, Inc. 15 August 2014 Corporate Structure Corporate Officersilltles President/ Chief Executive Officer: Vice President/ Chief Operations Officer: Vice President/ Secretary/Treasurer: Vice President: Vice President: Vice President: Board of Directors: James Stewart Harold Freeman Bjorn Gregersen Peter Balfour Donald Mitchell Brant Brechbiel James Stewart, Bjorn Gregersen, Harold Freeman, Peter Balfour, Donald Mitchell and Brant Brechbiel. Authorized signatures to enter into contractual agreements: James Stewart, Bjorn Gregersen, Harold Freeman, Peter Balfour, Donald Mitchell, Brant Brechbiel, and Dave Krolick. 2525 Warren Drive • Rocklin, CA 95677 • Tel: (916) 782-9100 • Fax: (916) 782-9134 • Web: Wvvw.ecorpconsulting.corn ·ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/15/2018 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 Owen-Dunn Insurance Services CONTACT NAME: 1455 Response Road, Suite 260 PHONE /916) 993-2700 I FAX /916) 993-2683 IA/r LJ,.. Cvt-\, IA/C Nol: Sacramento, CA 95815 E-MAIL ADDRESS: INSURER(Sl AFFORDING COVERAGE NAIC# www.owendunn.com OM07762 INSURER A: Travelers lndemnitv Comoanv of CT 25682 INSURED INSURER B: Travelers lndemnitv Comoanv 25658 ECORP Consulting, Inc. INSURERC: RSUI lndemnitv Comoanv 22314 2525 Warren Drive Rocklin CA 95677 INSURERD: State Comoensation Insurance Fund of California 35076 INSURERE: Colonv Insurance Comoanv 39993 INSURER F: COVERAGES CERTIFICATE NUMBER: 40842716 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 ,~~M%~, ,~~rJ%~, LTR TYPE OF INSURANCE •••~n 1,.n,n POLICY NUMBER LIMITS A L COMMERCIAL GENERAL LIABILITY I I 6806H 184619 10/1/2017 10/1/2018 EACH OCCURRENCE $1 000 000 ~ CLAIMS-MADE W OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence) $1,000 000 -MED EXP (Any one person) $5 000 PERSONAL & ADV INJURY $1 000 000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl [ZjPRO-DLOC PRODUCTS • COMP/OP AGG $2 000 000 POLICY JECT OTHER: SIR $$0 B AUTOMOBILE LIABILITY I BA3G993735 10/1/2017 10/1/2018 COMBINED SINGLE LIMIT $1 000 000 /Ea acc,dentl -L ANY AUTO BODILY INJURY (Per person) $ ~ OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ --$ C UMBRELLA LIAB HOCCUR NHA243501 10/1/2017 10/1/2018 EACH OCCURRENCE $5 000 000 -I EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 OED I I RETENTION $ $ D WORKERS COMPENSATION 910702117 7/1/2017 7/1/2018 I I ~ffrnTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N L&H 090490717 7/1/2017 7/1/2018 ANYPROPRIETOR/PARTNER/EXECUTIVE ~ N/A Incl. USL&H E.L. EACH ACCIDENT $1,000 000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $1 nnn nnn If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $1000000 E Pollution Liability CPLUS307583 10/1/2017 10/1/2018 2,000,000 Aggregate 2,000,000 Each Pollution Cond. Professional Liability CPLUS307583 10/1/2017 10/1/2018 2,000,000 Each Claim 2,000,000 Aggregate -Retroactive Date: 8/1/1998 -Claims Made Poll. & Prof. Liab. Ded: 25 000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: P16-243.01 -Deltek -Cultural Resource Services --See Attached Remarks Schedule-- CERTIFICATE HOLDER City of Carlsbad Community & Economic Development 1635 Faraaay Avenue Carlsbad CA 92008 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Candace Alicea © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 40842716 I 17-18 Master I Dawn Zychalski j 3/15/2018 4:41:36 PM (PDT) ) Page 1 of 13 AGENCY CUSTOMER ID: ---------------------LO C #: -------- ADDITIONAL REMARKS SCHEDULE AGENCY Owen-Dunn Insurance Services POLICY NUMBER CARRIER I NAIC CODE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (03/16) HOLDER: City of Carlsbad Community & Economic Development ADDRESS: 1635 Faraday Avenue Carlsbad CA 92008 NAMED INSURED ECORP Consulting, Inc. 2525 Warren Drive Rocklin CA 95677 EFFECTIVE DATE: Page General Liability Additional Insured applies per terms and conditions of the attached endorsement ( s) . Primary Wording for General Liability applies per terms and conditions of the attached endorsement. of General Liability Waiver of Subrogation applies per terms and conditions of the attached endorsement. Auto Liability Additional Insured applies per terms and conditions of the attached endorsement ( s) . Primary Wording for Auto Liability applies per terms and conditions of the attached endorsement. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM/DOC 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 2 of 13 AGENCY CUSTOMER ID: __________________ _ LOC#: -------- ADDITIONAL REMARKS SCHEDULE AGENCY Owen-Dunn Insurance Services POLICY NUMBER CARRIER I NAICCODE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (03/16) HOLDER: City of Carlsbad Community & Economic Development ADDRESS: 1635 Faraday Avenue Carlsbad CA 92008 NAMED INSURED ECORP Consulting, Inc. 2525 Warren Drive Rocklin CA 95677 EFFECTIVE DATE: The following are Additional Insured if required by written contract: City of Carlsbad, and its officers, officials, employees and volunteers Page of ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ADDENDUM 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 3 of 13 COMMERCIAL GENERAL LIABILITY 6806H 184619 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- com pleted operations hazard" unless the "written contract requiring 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., INith its permission 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 4 ::if 13 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 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 5 of 13 COMMERCIAL GENERAL LIABILITY 6806H184619 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS COVERAGE XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured B. Incidental Medical Malpractice C. Reasonable Force -Bodily Injury Or Property Damage D. Non-Owned Watercraft -Increased To Up To 75 feet E. Aircraft Chartered With Crew F. Damage To Premises Rented To You G. Malicious Prosecution -Exception To Knowing Violation Of Rights Of Another Exclusion H. Medical Payments -Increased Limit I. Increased Supplementary Payments J. Additional Insured -Owner. Manager Or Lessor Of Premises PROVISIONS A. BROADENED NAMED INSURED 1. The following is added to SECTION II -WHO IS AN INSURED: Any organization, other than a partnership or joint venture, over which you maintain ownership or majority interest on the effective date of the policy qualifies as a Named Insured. However, coverage for any such additional organization will cease as of the date during the policy period that you no longer maintain ownership of, or majority interest in, such organization. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to the definition of "occurrence" in the DEFINITIONS Section: K. Additional Insured -Lessor Of Leased Equipment L. Additional Insured State Or Political Subdivisions -Permits Relating To Premises M. Additional Insured State Or Political Subdivisions -Permits Relating To Operations N. Who Is An Insured -Newly Acquired Or Formed Organizations 0. Knowledge And Notice Of Occurrence Or Offense P. Unintentional Omission Q. Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Written Contract R. Amended Insured Contract Definition -Railroad Easement Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person. 2. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 3. The following is added to Paragraph 2.a.(1) of SECTION II -WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above CG 03 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 6 ::if 13 COMMERCIAL GENERAL LIABILITY does not apply to any "bodily injury" arising out of any providing or failing to provide first aid or "Good Samaritan services" by any of your "employees", other than an employed doctor. Any such "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 4. The following exclusion is added to Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Sale of Pharmaceuticals "Bodily injury" or "property damage" arising out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of, the insured. 5. The following is added to Paragraph 5. of SECTION Ill -LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide first aid or "Good Samaritan services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II - Who Is An Insured. C. REASONABLE FORCE -BODILY INJURY OR PROPERTY DAMAGE The following replaces Exclusion a., Expected Or Intended Injury, in Paragraph 2. of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. D. NON-OWNED WATERCRAFT -INCREASED TO UP TO 75 FEET 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge; 2. The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge; 3. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for "bodily injury" that arises out of the use of a watercraft that you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any person or property for a charge. E. AIRCRAFT CHARTERED WITH CREW 1. The following is added to Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I -COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: This exclusion does not apply to an aircraft that is: (a) Chartered with crew to any insured; Page 2 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 7 of 13 (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. 2. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured for use of an aircraft that is: (a) Chartered with crew to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. F. DAMAGE TO PREMISES RENTED TO YOU 1. The following replaces the last paragraph of Paragraph 2., Exclusions, of SECTION I - COVERAGES -COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES: Exclusions c. through n. do not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explosion, or lightning; or e. Water. A separate limit of insurance applies to such damage to premises as described in Paragraph 6. of Section Ill -Limits Of Insurance. This insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: a. Rupture, bursting, or operation of pressure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines. COMMERCIAL GENERAL LIABILITY 2. The following replaces Paragraph 6. of SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all damage proximately caused by the same "occurrence", whether such damage results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these. The Damage To Premises Rented To You Limit will be the higher of: a. $1,000,000; or b. The amount shown on the Declarations of this Coverage Part for Damage To Premises Rented To You Limit. 3. The following replaces Paragraph a. of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from such fire, explosion, or lightning; or (5) Water, is not an "insured contract"; 4. The following replaces Paragraph 4.b.(1 )(b) of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for premises rented to you, or temporarily occupied by you with the permission of the owner; CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT} l Page 8 of 13 COMMERCIAL GENERAL LIABILITY G. MALICIOUS PROSECUTION -EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF ANOTHER EXCLUSION The following is added to Exclusion a., Knowing Violation Of Rights Of Another, in Paragraph 2. of SECTION I -COVERAGES -COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY: This exclusion does not apply to "personal injury" caused by malicious prosecution. H. MEDICAL PAYMENTS-INCREASED LIMIT The following replaces Paragraph 7. of SECTION Ill -LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C. for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: (a) $10,000; or (b) The amount shown on the Declarations of this Coverage Part for Medical Expense Limit. I. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. J. ADDITIONAL INSURED -OWNER, MANAGER OR LESSOR OF PREMISES The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you have signed that contract; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you under that written contract. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) "Bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. c. The insurance provided to such premises owner, manager or lessor is excess over any valid and collectible other insurance available to such premises owner, manager or lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. K. ADDITIONAL INSURED -LESSOR OF LEASED EQUIPMENT The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that is an equipment lessor and that you have agreed in a written contract to name as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" that: a. Is "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is Page 4 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4,41,36 PM (PDT) I Page 9 of 13 committed, after you have signed that written contract; and b. Is caused, in whole or in part, by acts or omissions of you or any person or organization performing operations on your behalf, in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the limits which you agreed to provide in the written contract, or the limits shown on the Declarations of this Coverage Part, whichever are less; and b. The insurance provided to such equipment lessor does not apply: (1) To any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal injury" caused by an offense that is committed, after the equipment lease expires; or (2) If the equipment is leased with an operator. c. The insurance provided to such equipment lessor is excess over any valid and collectible other insurance available to such equipment lessor, unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. L. ADDITIONAL INSURED STATE OR POLITICAL SUBDIVISIONS PERMITS RELATING TO PREMISES The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit in connection with premises owned or occupied by, or rented or loaned to, you, is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations for which that state or political subdivision has issued such permit. COMMERCIAL GENERAL LIABILITY M. ADDITIONAL INSURED STATE OR POLITICAL SUBDIVISIONS PERMITS RELATING TO OPERATIONS The following is added to Paragraph 2. of SECTION II -WHO IS AN INSURED: Any state or political subdivision that has issued a permit with respect to operations performed by you or on your behalf is an insured, but only with respect to "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed by you or on your behalf for which that state or political subdivision has issued such permit. However, no such state or political subdivision is an insured for: (1) "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of operations performed for that state or political subdivision; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". N. WHO IS AN INSURED -NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4.a. of SECTION II -WHO IS AN INSURED: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organizations, if you report such organization in writing to us within 180 days after you acquire or form it. 0. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim Or Suit, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II -Who Is An Insured: CG D3 79 0116 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 10 of 13 COMMERCIAL GENERAL LIABILITY (1) Notice to us of such "occurrence" or of an offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who is an individual (if you are a trust). any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, limited liability company or trust), or any "employee" (such as an insurance, loss control or risk manager or administrator) authorized by you to give notice of an "occurrence" or offense. Knowledge by any other "employee" of an "occurrence" or offense does not imply that you also have such knowledge. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other organization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture. limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation, accident, or health insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under the Coverage Part may apply. P. UNINTENTIONAL OMISSION The following is Representations, COMMERCIAL CONDITIONS: added to Paragraph 6., of SECTION IV GENERAL LIABILITY The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY WRITTEN CONTRACT 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 injury or damage arising out of premises owned or occupied by or rented or loaned to you; ongoing operations performed by you or on your behalf, done under a written contract with that person or organization; "your work"; or "your products". We waive this right where you have agreed to do so as part of a written contract signed by you prior to loss. R. AMENDED INSURED CONTRACT DEFINITION -RAILROAD EASEMENT 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 © 2016 The Travelers Indemnity Company. All rights reserved. CG D3 79 0116 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 11 of 13 BA3G993735 4. Loss Payment -Physical Damage Cover- ages At our option, we may: a. Pay for, repair or replace damaged or sto- len property; b. Return the stolen property, at our ex- pense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will in- clude the applicable sales tax for the dam- aged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time, intentionally con- ceals or misrepresents a material fact con- cerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the re- vision is effective in your state. 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any per- COMMERCIAL AUTO son or organization holding, storing or trans- porting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insur- ance. For any covered "auto" you don't own, the insurance provided by this Cov- erage Form is excess over any other col- lectible insurance. However, while a cov- ered "auto" which is a "trailer" is con- nected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a mo- tor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Covered Autos Liability Coverage is pri- mary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy be- gan. We will compute the final premium due when we determine your actual ex- posures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective pre- mium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. CA 00 0110 13 © Insurance Services Office, Inc., 2011 Page 9 of 12 40842716 I 17-18 Master ) Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 12 of 13 BA3G993735 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to the Paragraph A.1.c., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for dam- ages to which this insurance applies and only to the extent that person or organization qualifies as an "in- sured" under the Who Is An Insured provision con- tained in SECTION II. CA T4 37 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 40842716 I 17-18 Master I Dawn Zychalski I 3/15/2018 4:41:36 PM (PDT) I Page 13 of 13