Loading...
HomeMy WebLinkAboutGriffin Structures Inc; 2016-09-29; TRAN1480TRAN1480 City Attorney Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO. 2 AND AMENDMENT NO. 3 TO EXTEND THE MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES GRIFFIN STRUCTURES, INC. This ratification of Amendment No. 2 and Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2019, ratifying and extending the agreement dated September 29, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Griffin Structures, Inc, a California corporation, (“Contractor") (collectively, the “Parties”) for as-needed horizontal construction management and inspection services. RECITALS A. On August 23, 2017, the Parties executed Amendment No. 1 to extend and fund the Agreement for a one (1) year term through September 29, 2018; and B. On September 10, 2018, the Parties executed Amendment No. 2 to extend and fund the Agreement for a one (1) year term through September 29, 2019; and C. The Parties have continuously performed, and continued to perform, under the Agreement although the City signatory to Amendment No. 2 lacked proper authority to sign; and D. The Parties desire to ratify Amendment No. 2 to the Agreement, retroactive to September 10, 2018; and E. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 2 to the Agreement is hereby ratified, retroactive to September 10, 2018. 2. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on September 28, 2020, on a time and materials basis not-to-exceed four hundred thousand dollars ($400,000). 3. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// DocuSign Envelope ID: A669E7C0-EEB0-4AB7-93A7-438C0D26B67C August27th TRAN1480 City Attorney Approved Version 1/30/13 2 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR GRIFFIN STRUCTURES, INC., a California Corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Roger Torriero, CEO (print name/title) ATTEST: By: (sign here) For Barbara Engleson, City Clerk Kelly Boyle, Secretary (print name/title) 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 Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: A669E7C0-EEB0-4AB7-93A7-438C0D26B67C The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1/9/2019 Dealey,Renton &AssociatesLicense#0020739600AntonBoulevard,Suite 100CostaMesaCA92626 714-427-6810 714-427-6818 Great American Assurance Company GRIFFSTRU Great American Insurance Company of NYGriffinStructuresInc2TechnologyDr.,Ste.150IrvineCA92618 Oak River Insurance Company United Financial Casualty Co.11770 Scottsdale Indemnity Company 1599922126 A X 1,000,000 X 50,000 X Contractual Excluded X BFPD,XCU 1,000,000 2,000,000 X GLP2869913 12/31/2018 12/31/2019 2,000,000 D 1,000,000 X XX 064097131 12/31/2018 12/31/2019 B X X 2,000,000EXC2869914 2,000,000 12/31/2018 12/31/2019 C GRWC913146 12/31/2018 12/31/2019 X 1,000,000 1,000,000 1,000,000 E ProfessionalLiabilityClaimsMade 028174885 12/31/2018 12/31/2019 per claimannlaggr.$2,000,000$4,000,000$25,000 Deductible Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability. Re:All Operations as pertains to named insured.The City of Carlsbad,its officers,officials,employees,agents and volunteers are Additional Insured as respects to General &Auto Liability coverage asrequiredbywrittencontract.Coverage afforded the additional insured is primary and non-contributory as respects to general liability coverage.Insurancecoverageincludeswaiverofsubrogationpertheattachedendorsement(s).Separation of Insuredsspecificallyassignedin this Liability Coverage Part to the first Named Insured,this insurance applies:See Attached... 30 Day Notice of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: GRIFFSTRU 1 1 Dealey,Renton &Associates Griffin Structures Inc2TechnologyDr.,Ste.150IrvineCA92618 25 CERTIFICATE OF LIABILITY INSURANCE a.As if each Named Insured were the only Named Insured;and Separately to each insured against whom the claim or "suit"is brought."Oak River InsuranceCompany-AM Best Rated as -A++(Superior) Copyright, ISO Properties, Inc.,2004 CG 20 33 (Ed. 07/04) XS CG 20 33 (Ed. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATICSTATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II - WHO IS AN INSURED is amended to include as an Additional Insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an Additional In- sured on your policy. Such person or or- ganization is an Additional Insured only with respect to liability for "bodily injury," "prop- erty damage" or "personal and advertising in- jury" caused, in whole or in part, by: 1.your acts or omissions; or 2.the acts or omissions of those acting on your behalf; in the performance of your ongoing oper- ations for the Additional Insured. A person's or organization's status as an Ad- ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B.With respect to the insurance afforded to these Additional Insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1."Bodily injury," "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services, including: a.the preparing,approving, or failing to prepare or approve, maps, shop drawings,opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b.supervisory, inspection, architectural or engineering activities. 2."Bodily injury," or "property damage" oc- curring after: a.all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or b.that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Great American Assurance Company1PMJDZ (-1869913 Great American Assurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule © Insurance Services Office, Inc., 2008 CG 24 04 (Ed. 05/09) (Page 1 of 1) Name of Person or Organization: Any person or organization for whom or on whose behalf "you" are performing operations when "you" and such person or organization have agreed in writing in a contract or agreement to waive any right of recovery "we" may have against such person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. CG2404(Ed.05/09) 3ROLF\ */3869913 GAC 3649CG (Ed. 11/06) XS GAC 3649CG (Ed. 11 06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON-CONTRIBUTORY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties and any other insurance which may be available to such third parties shall be non-contributory. Great American Assurance Company1PMJDZ (-189913 GRWC913146 12/31/2018 Form_SCTNID_CTGRY.XX01041198_POLEND 064097130 N CA97829 INS POLEND POLWHITEFONT BIH5NN356CNEUZW37FCIGHMZAF0007 RPUID TRACWHITEFONT CITY OF CARLSBAD . OAKLAND CA 94604 insured GRIFFIN STRUCTURES, INC. with respect to such liability coverage as is DEALEY RENTON & ASSO ,CA 92008 12/31/2018 06409713-1 We accident Policy number: 2 TECHNOLOGY DR., STE. 150 and then only to the extent of that liability. only as a person liable for the conduct of IRVINE CA 92618 afforded by the policy, but this insurance applies to said also agree with 44101 GRIFFIN STRUCTURES, INC. insured insured 12/31/2019 ,OH Dec 31, 2018 - PO BOX 12675 provided by this endorsement will be primary for any power unit specifically described on the 06409713-1 Name of Person or Organization Not applicable 1-800-444-4487 , , Declarations Page Not applicable Mailing Address Dec 31, 2019 another $1,000,000 each you The person or organization named above is an Policy expiration date: PO Box 94739 CARLSBAD For customer service, 24 hours a day, 1635 FARADAY AV 7 days a week Limit of Liability United Financial Cas Co Bodily Injury ClevelandAdditional insured endorsement Policy Period: Property Damage Combined Liability All other terms, limits and provisions of this policy remain unchanged. that insurance This endorsement applies to Policy Number: Issued to (Name of Insured): Effective date of endorsement: Underwritten by: United Financial Cas Co Insured: GRIFFIN STRUCTURES, INC. December 20, 2018 Form 1198 (01/04) TRAN1480 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES GRIFFIN STRUCTURES, INC. This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2018, extending and amending the agreement dated September 29, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Griffin Structures, Inc, a California corporation, (“Contractor") (collectively, the “Parties”) for as-needed horizontal construction management and inspection services. RECITALS A. On August 23, 2017, the Parties executed Amendment No. 1 to extend and fund the Agreement for a one (1) year term through September 29, 2018; and B. The Parties desire to extend and fund the Agreement for an additional period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on September 29, 2019, on a time and materials basis not-to-exceed four hundred thousand dollars ($400,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// DocuSign Envelope ID: A40BD352-CF7B-404F-9688-50FAB47DAE7F September 10th TRAN1480 City Attorney Approved Version 1/30/13 2 4. 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. CONTRACTOR, GRIFFIN STRUCTURES, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) For Scott Chadwick, City Manager Roger Torriero/CEO (print name/title) ATTEST: By: (sign here) FOR BARBARA ENGLESON Kelly Boyle / Secretary City Clerk (print name/title) 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 Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: A40BD352-CF7B-404F-9688-50FAB47DAE7F The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1/9/2019 Dealey,Renton &AssociatesLicense#0020739600AntonBoulevard,Suite 100CostaMesaCA92626 714-427-6810 714-427-6818 Great American Assurance Company GRIFFSTRU Great American Insurance Company of NYGriffinStructuresInc2TechnologyDr.,Ste.150IrvineCA92618 Oak River Insurance Company United Financial Casualty Co.11770 Scottsdale Indemnity Company 1599922126 A X 1,000,000 X 50,000 X Contractual Excluded X BFPD,XCU 1,000,000 2,000,000 X GLP2869913 12/31/2018 12/31/2019 2,000,000 D 1,000,000 X XX 064097131 12/31/2018 12/31/2019 B X X 2,000,000EXC2869914 2,000,000 12/31/2018 12/31/2019 C GRWC913146 12/31/2018 12/31/2019 X 1,000,000 1,000,000 1,000,000 E ProfessionalLiabilityClaimsMade 028174885 12/31/2018 12/31/2019 per claimannlaggr.$2,000,000$4,000,000$25,000 Deductible Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability. Re:All Operations as pertains to named insured.The City of Carlsbad,its officers,officials,employees,agents and volunteers are Additional Insured as respects to General &Auto Liability coverage asrequiredbywrittencontract.Coverage afforded the additional insured is primary and non-contributory as respects to general liability coverage.Insurancecoverageincludeswaiverofsubrogationpertheattachedendorsement(s).Separation of Insuredsspecificallyassignedin this Liability Coverage Part to the first Named Insured,this insurance applies:See Attached... 30 Day Notice of Cancellation City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: GRIFFSTRU 1 1 Dealey,Renton &Associates Griffin Structures Inc2TechnologyDr.,Ste.150IrvineCA92618 25 CERTIFICATE OF LIABILITY INSURANCE a.As if each Named Insured were the only Named Insured;and Separately to each insured against whom the claim or "suit"is brought."Oak River InsuranceCompany-AM Best Rated as -A++(Superior) Copyright, ISO Properties, Inc.,2004 CG 20 33 (Ed. 07/04) XS CG 20 33 (Ed. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATICSTATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. SECTION II - WHO IS AN INSURED is amended to include as an Additional Insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an Additional In- sured on your policy. Such person or or- ganization is an Additional Insured only with respect to liability for "bodily injury," "prop- erty damage" or "personal and advertising in- jury" caused, in whole or in part, by: 1.your acts or omissions; or 2.the acts or omissions of those acting on your behalf; in the performance of your ongoing oper- ations for the Additional Insured. A person's or organization's status as an Ad- ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B.With respect to the insurance afforded to these Additional Insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1."Bodily injury," "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural,engineering or surveying services, including: a.the preparing,approving, or failing to prepare or approve, maps, shop drawings,opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b.supervisory, inspection, architectural or engineering activities. 2."Bodily injury," or "property damage" oc- curring after: a.all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or b.that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Great American Assurance Company1PMJDZ (-1869913 Great American Assurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule © Insurance Services Office, Inc., 2008 CG 24 04 (Ed. 05/09) (Page 1 of 1) Name of Person or Organization: Any person or organization for whom or on whose behalf "you" are performing operations when "you" and such person or organization have agreed in writing in a contract or agreement to waive any right of recovery "we" may have against such person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard." This waiver applies only to the person or organization shown in the Schedule above. CG2404(Ed.05/09) 3ROLF\ */3869913 GAC 3649CG (Ed. 11/06) XS GAC 3649CG (Ed. 11 06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON-CONTRIBUTORY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties and any other insurance which may be available to such third parties shall be non-contributory. Great American Assurance Company1PMJDZ (-189913 GRWC913146 12/31/2018 Form_SCTNID_CTGRY.XX01041198_POLEND 064097130 N CA97829 INS POLEND POLWHITEFONT BIH5NN356CNEUZW37FCIGHMZAF0007 RPUID TRACWHITEFONT CITY OF CARLSBAD . OAKLAND CA 94604 insured GRIFFIN STRUCTURES, INC. with respect to such liability coverage as is DEALEY RENTON & ASSO ,CA 92008 12/31/2018 06409713-1 We accident Policy number: 2 TECHNOLOGY DR., STE. 150 and then only to the extent of that liability. only as a person liable for the conduct of IRVINE CA 92618 afforded by the policy, but this insurance applies to said also agree with 44101 GRIFFIN STRUCTURES, INC. insured insured 12/31/2019 ,OH Dec 31, 2018 - PO BOX 12675 provided by this endorsement will be primary for any power unit specifically described on the 06409713-1 Name of Person or Organization Not applicable 1-800-444-4487 , , Declarations Page Not applicable Mailing Address Dec 31, 2019 another $1,000,000 each you The person or organization named above is an Policy expiration date: PO Box 94739 CARLSBAD For customer service, 24 hours a day, 1635 FARADAY AV 7 days a week Limit of Liability United Financial Cas Co Bodily Injury ClevelandAdditional insured endorsement Policy Period: Property Damage Combined Liability All other terms, limits and provisions of this policy remain unchanged. that insurance This endorsement applies to Policy Number: Issued to (Name of Insured): Effective date of endorsement: Underwritten by: United Financial Cas Co Insured: GRIFFIN STRUCTURES, INC. December 20, 2018 Form 1198 (01/04) TRAN1480 AMENDMENT NO. 1 TO EXTEND AND AMEND MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (GRIFFIN STRUCTURES, INC.) 1 is entered into and effective as of theB~ day of _ ____._a,__,,........,...q,........,,..::=,::,..._ ___ , 2012_, extending and amending the agreement dated September 2 , 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Griffin Structures, Inc., a California Corporation, ("Contractor") ( collectively, the "Parties") for as-needed vertical construction management and inspection services. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on September 29, 2018, on a time and materials basis not-to-exceed four hundred thousand dollars ($400,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 TRAN1480 4. 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. CONTRACTOR GRIFFIN STRUCTURES, INC., a California corporation By: ' ,t?A~· l~~gn here) , Rose~ 1o1~1zv, P.01~,J- (print name/title) By: ~e) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: \ fwvoc ~ 17~~ Barbara Engleson, 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 BY:_~~~------ Deputy City Attorney City Attorney Approved Version 1 /30/13 2 TRAN1480 EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. SCHEDULE OF HOURLY RATES GRIFFIN STRUCTURES, INC. Principal-in-Charge: ...................................................................................................................... $225.00 CFO & Financial ........................................................................................................................... $195.00 Project Executive .......................................................................................................................... $195.00 Sr. Construction Manager .......................................................................................................... $175.00 Construction Manager /lnspector ............................................................................................. $165.00 Estimating ....................................................................................................................................... $165.00 Needs Assessment ....................................................................................................................... $ I 65.00 Administration.............................................................................................................................. $95.00 U ;nfa, r:d 1 J,Jr11w ry 20 ~(i City Attorney Approved Version 1 /30/13 3 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 8/11/2017 \ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ' IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the i certificate holder in lieu of such endorsement(s). 1 PRODUCER CONTACT Robin Lee I NAME: iDealey, Renton & Associates i4~~N,.\'n ~~,. 714 427-6810 I ff,~ Nnl· 714 427-6818 ;p_ 0. Box 10550 ~~n~~~~-rlee@dealeyrenton.com i Ucense #0020739 :Santa Ana, CA 92711 INSURER!Sl AFFORDING COVERAGE NAIC# INSURER A ,Great American Assurance Comoanv INSURED GRIFFSTRU INSURER B ,Hartford Accident & Indemnity 22357 Griffin Structures Inc INSURER c ,Lexinqton Ins. Co. 19437 2 Technology Dr., Ste. 150 INSURER o ,Great American Insurance Company of Irvine CA 92618 INSURER E: Oak River Insurance Company i INSURERF: COVERAGES CERTIFICATE NUMBER-2127789311 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. ; NSR TYPE OF INSURANCE #\UIJ~ :SUt,t< POLICY EFF POLICY EXP LIMITS f LTR INSD WVD POLICY NUMBER !MM/DD/YYYYI !MM/DD/YYYYI : i ' ' i ! I I i A L_ COMMERCIAL GENERAL LIABILITY GLP4100641 12/31/2016 12/31/2017 EACH OCCURRENCE $1,000,000 D. CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence\ $50,000 X Contractual MED EXP (Any one person) $Excluded L__ BFPD XCU PERSONAL & ADV INJURY $1,000,000 ; GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl 0PRO-DLOC PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER: $ B AUTOMOBILE LIABILITY 72UECZN6475 12/31/2016 ~ 12/31/2017 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ --NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Per accident) $ --$ D UMBRELLA LIAB H OCCUR EXC4100642 12/31/2016 12/31/2017 EACH OCCURRENCE $1,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED I I RETENTION $ $ E WORKERS COMPENSATION GRWC705980 10/1/2016 10/1/2017 I PER I I OTH-X STATUTE ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Professional 028174885 12/31/2016 12/31/2017 per claim $2,000,000 Liability annl aggr. $4,000,000 Claims Made $25,000 Deductible DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) I General Liability policy excludes claims arising out of the performance of professional services. Re: All operations of the named insured -City of Carlsbad, its officers, officials, employees, agents and volunteers is/are named as an additional insured as respects general and auto liability for claims arising from the operations of the named insured as required per written contract or agreement. Coverage afforded the additional insured is primary and non-contributory as respects to general liability coverage. Insurance coverage includes waiver of subrogation per the attached endorsement(s). Separation of Insureds See Attached ... CERTIFICATE HOLDER I City of Carlsbad Attn: Contract Administration 1635 Faraday Avenue Carlsbad CA 92008 ACORD 25 (2014/01) CANCELLATION 30 Days notice/10 Days non pay SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ~ . HORIZED REPRESENTATIVE -!j)1_ ~ V YlO?.p © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: GRIFFSTRU · ------------------LO C #: ------- ADDITIONAL REMARKS SCHEDULE Page _1_of AGENCY NAMED INSURED Dealey, Renton & Associates Griffin Structures Inc 2 Technology Dr., Ste. 150 POLICY NUMBER Irvine CA 92618 CARRIER I NAICCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE specifically assigned in this Liability Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and Separately to each insured against whom the claim or "suit" is brought." Oak River Insurance Company -AM Best Rated as -A++ (Superior) ' ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Griffin Structures Inc GLP4100641 ORIGINAL POLICY CG 24 04 (Ed. 05 09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Thfs endorsement modifies insurance provided under the foftowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART Schedule Name of Person or Organization: Any person or organization for whom or on whose behalf operations when "you" and such person or organization in contract to waive right of recovery tt " may a any we person or organi .i.:1-it ion. .. " performing you are have agreed in writing have against such Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The follovt1ing is added to paragraph 8. Transfer of Rights of Recovery Against Others to Us of SECTION IV - CONDITIONS We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we rnake for injury or damage arising o..;t of your ongoing operations or ''your work" done under a contract with that person or organization and included in the "products-completed operations hazard," This waiver applies only to the person or organization shown in the Schedule above, · CG 24 04 iEd 05/09) PRO Copyright !SO Properties. Inc,, 2008 /Page 1 of 1i j GLP4100041 Griffin Structures inc ORIGINAL POLICY CG 20 3S iEd. 07 04) THIS ENDORSEMENT CHANGES THE POLICY. ?LEASE READ tT CAREFULLY, ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COM.lVIERC!AL GENERAL UABIUTY COVERAGE PART A. SECTION II -WHO IS AN INSURED is amended to include as an Additional Insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an Additional In- sured on your policy. Such person or or- ganization is an Additional Insured only with respect to liability for "bodily injury," ''prop- erty damage" or "personal and advertising in- jury" caused, in whole or in part, by: t. your acts or omissions; or 2. the acts or omissions of those acting on yovr behalf; in the performance of your ongoing oper- ations for the Additional Insured. A person's or organization's status as an Ad- ditional Insured under this endorsement ends when your operations for that Additional In- sured are completed. B. With respect to the insurance afforded to these Additional Insureds, the following addi- tional exclusions apply: This insurance does not apply to: 1. "Bodily injury." "property damage" or "per- sonal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. supervisory, inspection, architectural or engineering activities 2. "Bodily injury/ or "property damage" oc- curring after: a. alt work, including materials, parts or equipment furnished in connection with such work, on the project {other than service, maintenance or repairs) to be performed by or on behalf of the Additional lnsured(s) at the location of the covered operations has been completed; or b. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than an- other contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project Copyright, ISO Properties, Inc .. 2004 CG 20 33 !E:d. 07/04) XS Griffin Structures Inc 72UECZN6475 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II -COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an ''insured" ... but only to the extent of that liability. Primary Insurance: SECTION IV -BUSINESS AUTO CONDITIONS B. General Conditions -5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V -DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. · EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION -We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. GLP4100641 Griffin Structures Inc ORIGINAL POLICY GAC 3649CG /Ed 11 06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY NON-CONTRtBUTORY INSURANCE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM This insurance is primary to any other insurance held by third parties with respect to work performed by you under written contractual agreements with such third parties. and any other insurance which may be available to such third parties shall be non-contributory. J GAC 3649CG {Ed 111061 XS WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC990410B {Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS Wi:;. have lhe 1i911l lo recover our payrnenls from anyunt.1 liaule for 1:111 injury t;uverntJ lJy this policy. We will not enforce oor right against the person or organization named in the Schedule. (This agree men! applies only to the extent that you perfonn work under a wrilte11 contrad that requires you to obtain this agreeimrnl fmrn us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. BLANKET WAIVER f'eraon/Orgenlzatlon Job Description All CA Operations SCHEDULE Blanket Waiver-Any per.son or organii:atkm for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium 582.00 This endorsement changes the policy lo which it is altacl,ed and is effective on the date issued unfess otherwise slated. {The information below is required only when this endorsement is Issued sub5equent to preparation of the polfcy.) Endorsement Effective 1 O/Oi/2016 Insured Insurance Company Oak River lrisurance Company WC990410B (BL 9-14) Policy No. GRWC7059BO Endorsement No. Premillm S MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (GRIFFIN STRUCTURES, INC.) THIS AGREEMENT is made and entered into as of the~ 0~ day of ~~ , 20L by and between the CITY OF CARLSBAD, a municipal corp rat1on, heremafter referred to as "C1ty", and GRIFFIN STRUCTURES, INC., a Cahforn1a Corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of an engineering firm that is experienced in inspection and construction management for buildings and facilities/vertical projects. B. Contractor has the necessary experience in providing professional services and advice related to inspection and construction management of private as well as municipal projects. 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten ( 1 0) days after receipt of notification to proceed by City and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director will give allowance for documented and substantiated unforeseeable and unavoidable City Attorney Approved Version 6/9/15 delays not caused by a lack of foresight on the part of Contractor, or delays caused by City inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed four hundred thousand dollars ($400,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed four hundred thousand dollars ($400,000) per Agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of 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 2 City Attorney Approved Version 6/9/15 fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense 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 survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 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. 1 0.1.2 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. 1 0.1.3 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. 1 0.1.4 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. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 3 City Attorney Approved Version 6/9/15 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 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 are: For City: Name lJ,.;g L; J.7 For Contractor: I /_ Name Son tt1{9 k ~ 4 City Attorney Approved Version 6/9/15 Title Dept Phone Email Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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 (1 0) 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 at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of 5 City Attorney Approved Version 6/9/15 work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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. JURISDICTIONS 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. 6 City Attorney Approved Version 6/9/15 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. Executed by Contractor this 2 q-tft day of ,)e~ , 20l!e_. By: By: (sign here) t1L!Lb!fl. -/for, I,. V-1;1) J cfo ~ (print name/title1 CITY OF CARLSBAD, a municipal corporation of the State of California By:~A lldJ/ ~~ffl~RSON AUTHORIZED TO SIGN (.City MaAa§CF or Mayor or Division Direoter as authorized by the City Manager)] ATTEST: City Clerk Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:~ ~t City Attorney MASTER AGREEMENT FOR AS-NEEDED VERTICAL CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES (GRIFFIN STRUCTURES, INC.) 7 City Attorney Approved Version 6/9/15 ,ry ~)ublic <)r o,ther o1'ficelrcompleting this certificate verifies only the identity of the individual who signed the nt to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 0 f O..J"\ <?J e__ S.S. On f\V:jUS±-5,Joly before me, __ :_, _···-----.".,-"",-.------ personally appeared j 0 f\ r\ V % h~ S Ketv -k' t\ 9,8 1':0-d who proved to me on the basis of satisfactory evidence to be the perso@whose namE@ 'iit/are subscribed to the within instrument an~knowledged to me that Refstle/they executed the same in Ri.s..lber/th~uthorized capacit~. and that by ~r/their signatur~n the instrument the perso~or the entity upon behalf of which the persor€})acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of ________ _ containing __ pages, and dated ________ _ The signer(s) capacity or authority is/are as: lndividual(s) Attorney-in-fact Corporate Officer(s) -------------- Guardian/Conservator · Partner-Limited/General Trustee(s) .• Other:----------------- representing: ---------------- Method of Si~ner lde~ntification ' Proved to rne on the basis of satrsfactory evrdence · forrn(s) of identificatron credrble wrtness(es) Notarial event is detailed in notary JOurnal orY Page# __ Entry# __ Notary contact:--------- , Other Additional Signer Signer(s) Thurnbprints(s) EXHIBIT "A" SCOPE OF SERVICES Contractor shall perform as-needed vertical construction management and inspection services in accordance with the city's Request for Qualifications with Fee Proposal dated April 20, 2016. The agreed upon billing rates for services outlined in said proposal are attached hereto. Any rate increases are subject to negotiation and approval by city staff. If the use of subcontractors is approved by the City, they shall be billed at cost plus 10%. SCHEDULE OF HOURLY RATES GRIFFIN STRUCTURES, INC. Principal-in-Charge: ...................................................................................................................... $225.00 CFO & Financial ........................................................................................................................... $195.00 Project Executive .......................................................................................................................... $195.00 Sr. Construction Manager .......................................................................................................... $175.00 Construction Manager /lnspector ............................................................................................. $165.00 Estimating ....................................................................................................................................... $165.00 Needs Assessment ....................................................................................................................... $165.00 Administration.............................................................................................................................. $95.00 8 City Attorney Approved Version 6/9/15