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Mikhail Ogawa Engineering Inc; 2018-11-28; PSA19-608CA
Public Works Department 1635 Faraday Avenue Carlsbad, CA 92008 760-602-4677 t December 18, 2019 Mikhail Ogawa Engineering, Inc. 2195 San Dieguito Drive, Suite 1 Del Mar, CA 92014 Reference: Time Extension for PSA19-608CA Task 2; Dry Weather Flow Program The City of Carlsbad is requesting a ninety (90) day time only extension to complete work under the contract listed above. All other provisions and requirements of the Agreement will remain in full force and effect. Please sign below indicating that Mikhail Ogawa Engineering, Inc. is in acknowledgement and agreement to extend the date of PSA19-608CA Task 2 through April 29, 2020. Sincerely, ______________________________________ _____________________________________ Paz Gomez, Deputy City Manager, Mikhail Ogawa, President/CFO/Secretary Public Works, as authorized by the City Manager DocuSign Envelope ID: CEECB9A5-EBA8-4BCB-82FD-63382724C7AA PSA19-608CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 2 This second Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Mikhail Ogawa Engineering, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Dry Weather Flow Program services, (The “Project”). Project services shall include a kickoff meeting, project management, quality control, document and data collection, and presenting proposed procedures. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within five (5) working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within seven (7) months. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on project hours completed. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $50,000. DocuSign Envelope ID: F6A1B9F0-DA0A-4F92-914E-B7C497A7ECEF July 2, 2019 PSA19-608CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT DRY WEATHER FLOW PROGRAM TASK GROUP TIME & MATERIALS Dry Weather Flow Program $50,000 TOTAL (Not-to-Exceed) $50,000 CONTRACTOR Mikhail Ogawa Engineering, Inc., a California corporation Mikhail Ogawa Engineering, Inc., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mikhail Ogawa / President, CFO Mikhail Ogawa / Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ for Scott Chadwick, City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: F6A1B9F0-DA0A-4F92-914E-B7C497A7ECEF July 2, 2019 2195 San Dieguito Drive, Suite 1 | Del Mar, California 92014 | 858.987.4169 | Fax 858.255.0531 June 17, 2019 Mr. Tim Murphy Watershed Protection Program Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 SUBJECT: DRY WEATHER FLOW PROGRAM Dear Mr. Murphy: In response to your request, MOE is pleased to provide this proposed scope of services and fee estimate for providing support for the City of Carlsbad’s (City) dry weather program. It is our understanding that the City is seeking support to review the existing program, make recommendations for program modifications and develop standard procedures. Further, the City has draft procedures to be revised and finalized. Based on our understanding, MOE will conduct the following scope of services: Task 1: Kickoff Meeting, Project Management and Quality Control This task includes coordination with City staff to coordinate the project tasks and ensure an appropriate level of communication with staff. The task includes general project management and administration effort. A kickoff meeting will be scheduled to discuss expectations, standards and confirm content of deliverables. Task 2: Document and Data Collection MOE will coordinate with City staff to collect data and documents from the City related to the scope of work. At a minimum, the following will be requested of the City: SOP Template – received from City Outfall Monitoring Procedures – draft received from City IDDE Procedures – draft received from City Special studies related to dry weather flows – June 2017 Alta report received from City Existing analysis of outfalls (high priority or other) related IDDE, patrolling and other supporting data from areas tributary to focused outfalls (high priority or other) Current methods of tracking and reporting data and information related to actions and outcomes for outfall catchment areas. Task 3: Proposed Procedures MOE will review and analyze the material collected in Task 2 and meet with City staff to discuss options for procedures and processes to address dry weather flows and structure of an Outfall Catchment Management Summary. Proposed processes and procedures may include, but are not limited to: Investigations of persistently flowing outfalls, including methods; Documentation of City efforts to address dry weather flows; Options for reprioritizing outfalls based on flow data, investigation findings, groundwater seeps, etc.; and PSA19-608CA - Task No. 2 Appendix "A" DocuSign Envelope ID: F6A1B9F0-DA0A-4F92-914E-B7C497A7ECEF Mr. Tim Murphy June 17, 2019 Page 2 of 2 Review of plans similar to the proposed Outfall Catchment Management Summary. Based on discussions with City staff, MOE will prepare an SOP for addressing dry weather flows from persistently flowing outfalls and an SOP to capture and summarize the City’s actions and outcomes for specific outfall catchment areas. The process will be for MOE to first prepare and share annotated outlines with City staff to confirm approach and general content of the SOPs. Based on the annotated outlines and response from City staff, MOE will prepare draft and final versions of the SOPs. In addition to the dry weather flow SOP, MOE will review and finalize two SOPs: Outfall Monitoring Procedures IDDE Procedures These two SOPs will have draft as well as final versions provided to the City. Deliverables: MOE will prepare the following: Annotated outline of Dry Weather Outfall Program SOP; Annotated outline of Outfall Catchment Management Summary SOP; Draft and Final Dry Weather Outfall Program SOP; Draft and Final Outfall Catchment Management Summary SOP; Draft and Final Outfall Monitoring Procedures SOP; and Draft and Final IDDE Procedures SOP. Cost Estimate The above services will be provided on a time and materials basis with a not-to-exceed amount of $50,000. Schedule MOE will initiate the project immediately upon receipt of notice to proceed from the City. Final deliverables will be provided to the City as they are completed with a final deliverable date of no later than December 31, 2019. Upon notice to proceed, MOE will prepare a draft detailed schedule for the project and deliverables allowing for City input on the priority of the deliverables. We appreciate the opportunity of offering this scope of work, and we look forward to working with you on this project. If you agree with the above, please provide a notice to proceed. Respectfully submitted, Kelly Ogawa Principal Scientist PSA19-608CA - Task No. 2 Appendix "A" DocuSign Envelope ID: F6A1B9F0-DA0A-4F92-914E-B7C497A7ECEF PSA19-608CADocuSign Envelope ID: F6A1B9F0-DA0A-4F92-914E-B7C497A7ECEF INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Continental Casualty Company CompWest Insurance Company Progressive American Insurance Company 4/29/2019 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638 San Diego, CA 92186 Chelsea Simmons Chelsea.Simmons@MarshMMA.com Mikhail Ogawa Engineering, Inc Mikhhail Ogawa 2195 San Dieguito Drive, Suite 1 Del Mar, CA 92014 20443 12177 24252 A X X X B6045280643 05/01/2019 05/01/2020 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 C X X X 029980543 05/04/2019 05/04/2020 2,000,000 A X X X 10,000 B6045280688 05/01/2019 05/01/2020 2,000,000 2,000,000 B Y WCV550110103 05/01/2019 05/01/2020 X 1,000,000 1,000,000 1,000,000 A Errors & Omissions EEH254102631 05/01/2019 05/01/2020 $2,000,000 Ea Claim $4,000,000 Aggregate $10,000 Deductible Certificate holder is additional insured with respect to general liability per attached endorsement. 30 day notice of cancellation. City of Carlsbad/CMWD P.O. Box 4668 - ECM#35050 New York, NY 10163 1 of 1 #S4112448/M4112426 MIKHAOGAWA1Client#: 423948 WOCES 1 of 1 #S4112448/M4112426 INSURED: POLICY #: POLICY PERIOD: TO Mikhail Ogawa Engineering, Inc B6045280643 05/01/2019 05/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Mikhail Ogawa Engineering, Inc WCV550110103 05/01/2019 05/01/2020 City of Carlsbad/CMWD P.O. Box 4668 - ECM#35050 New York, NY 10163 PSA19-608CA City Attorney Approved Version 7/19/17 1 PROJECT TASK DESCRIPTION AND FEE ALLOTMENT NO. 1 This first Project Task Description and Fee Allotment, is entered into on _________________________________________, pursuant to an Agreement between Mikhail Ogawa Engineering, Inc., a California corporation, ("Contractor") and the City of Carlsbad, ("City") dated November 28, 2018, (the “Agreement”), the terms of which are incorporated herein by this reference. 1. CONTRACTOR'S OBLIGATIONS Contractor shall provide Over-Irrigation Audit Support, (The “Project”). Project services shall include document gathering and review, preparation of initial internal audit matrix, recommendations for program modifications, and preparation of over-irrigation runoff audit response and final internal audit matrix. 2. PROGRESS AND COMPLETION Contractor's receipt of this Project Task Description and Fee Allotment, signed by the City Manager or Director and a Purchase Order from the City’s Purchasing Department, constitutes notification to proceed to the Contractor. Contractor shall begin work within (5) five working days after receiving this fully executed document and a City Purchase Order. Contractor shall complete the work within seven (7) months. Extensions of time for this Task Description may be granted if requested and agreed to in writing by the Director or City Manager. In no event shall Contractor work beyond the term or authorized compensation of the Master Agreement, as amended by this Project Task Description and Fee Allotment. 3. FEES TO BE PAID TO THE CONTRACTOR Contractor’s compensation for the Project is shown in Table 1, "Fee Allotment", herein. Fees shall be paid on the basis of time and materials for each task group shown in Table 1. Progress payments shall be based on project hours completed. Appendix "A", attached, prepared by Contractor and reviewed by City, shows the parties’ intent as to the elements, scope and extent of the task groups. Contractor acknowledges that performance of any and all tasks by the Contractor constitutes acknowledgment by Contractor that such tasks are those defined in Appendix "A". Additional task groups, not shown in Table 1 or Appendix “A”, will be performed by the Contractor only upon authorization of the City through the mechanism of a separate Project Task Description and Fee Allotment and Purchase Order. In the event that City directs Contractor to curtail or eliminate all, or portions of the task groups identified in Table 1 or Appendix A, then the Contractor shall only invoice the City for work actually performed. The maximum total cost of Contractor's services for this Project Task Description and Fee Allotment is $10,000. DocuSign Envelope ID: 000FC6F2-3E92-4376-9D26-50CD9D99BFA7 June 27, 2019 PSA19-608CA City Attorney Approved Version 7/19/17 2 TABLE 1 FEE ALLOTMENT OVER-IRRIGATION AUDIT SUPPORT TASK GROUP TIME & MATERIALS Over-Irrigation Audit Support $10,000 TOTAL (Not-to-Exceed) $10,000 CONTRACTOR Mikhail Ogawa Engineering, Inc., a California corporation Mikhail Ogawa Engineering, Inc., a California corporation (name of Contractor) (name of Contractor) By: By: (sign here) (sign here) Mikhail Ogawa / President, CFO Mikhail Ogawa / Secretary (print name/title) (print name/title) If Contractor is a corporation, this document must be signed by one individual from each column: Column A Chairman, President or Vice-President Column B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California By: ________________________________ Date: _________________________ Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ____________________________ Deputy City Attorney DocuSign Envelope ID: 000FC6F2-3E92-4376-9D26-50CD9D99BFA7 June 27, 2019 June 17, 2019 Mr. Tim Murphy Watershed Protection Program Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 OVER-IRRIGATION AUDIT SUPPORT SUBJECT: Dear Mr. Murphy: In response to your request, MOE is pleased to provide this proposed scope of services and fee estimate for providing support related to the Regional Water Quality Control Board (RWQCB) Over-Irrigation Audit received by the City of Carlsbad (City). It is our understanding that the City is seeking support for reviewing the City's program as it relates to the audit, providing recommendations for appropriate program modifications that support the City's program elements associated with over-irrigation, and preparing a response to the RWQCB. Based on our understanding, MOE will conduct the following scope of services: Task 1: Document Gathering and Review MOE will coordinate with City staff to receive and review the RWQCB audit document(s) and existing City program elements associated with over-irrigation. Existing elements include but are not limited to: 1) City website information; 2) Carlsbad Municipal Code; 3) special studies related to irrigation runoff and/or dry weather flows; 4) Carlsbad Jurisdictional Runoff Management Program (JRMP); and 5) Carlsbad Watershed Management Area (WMA) Water Quality Improvement Plan (WQIP). Task 2: Preparation of Initial Internal Audit Matrix MOE will prepare a matrix that presents each of the RWQCB's audit criteria, including sub-criteria, and the findings of the City's program as it relates to each criterion. The matrix is intended to be an internal document and the basis for audit response approach and detail as well as preparing appropriate program modifications to address identified gaps in the City's program. Task 3: Recommendations for Program Modifications Based on the findings of Task 2 above, MOE will prepare a detailed listing of program modifications, with specific language and examples, when applicable, to address identified program gaps. Proposed modifications may apply to the City's Municipal Code, JRMP, WQIP, website or other specific program implementation documents. Task 4: Preparation of Over-Irrigation Runoff Audit Response and Final Internal Audit Matrix Based on the outcomes of Tasks 2 and 3, MOE will finalize the internal matrix and include completed and planned program modifications that address the RWQCB's audit findings. MOE will prepare an audit response to the RWQCB to be submitted at the City's discretion, but no later than with the City's Fiscal Year 2019 JRMP Annual Report in January 2020. MOE will seek direction from the City on the inclusion of the matrix with the audit response. Deliverables: MOE will prepare the following: 2195 San Dieguito Drive, Suite 1 I Del Mar, California 92014 I 858.987.4169 I Fax 858.255.0531 PSA19-608CA - Task No. 1 Appendix "A" DocuSign Envelope ID: 000FC6F2-3E92-4376-9D26-50CD9D99BFA7 PSA19-608CA - Task No. 1 Appendix "A" DocuSign Envelope ID: 000FC6F2-3E92-4376-9D26-50CD9D99BFA7 INSR ADDLSUBRLTRINSRWVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Continental Casualty Company CompWest Insurance Company Progressive American Insurance Company 4/29/2019 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638 San Diego, CA 92186 Chelsea Simmons Chelsea.Simmons@MarshMMA.com Mikhail Ogawa Engineering, Inc Mikhhail Ogawa 2195 San Dieguito Drive, Suite 1 Del Mar, CA 92014 20443 12177 24252 A X X X B6045280643 05/01/2019 05/01/2020 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 C X X X 029980543 05/04/2019 05/04/2020 2,000,000 A X X X 10,000 B6045280688 05/01/2019 05/01/2020 2,000,000 2,000,000 B Y WCV550110103 05/01/2019 05/01/2020 X 1,000,000 1,000,000 1,000,000 A Errors & Omissions EEH254102631 05/01/2019 05/01/2020 $2,000,000 Ea Claim $4,000,000 Aggregate $10,000 Deductible Certificate holder is additional insured with respect to general liability per attached endorsement. 30 day notice of cancellation. City of Carlsbad/CMWD P.O. Box 4668 - ECM#35050 New York, NY 10163 1 of 1 #S4112448/M4112426 MIKHAOGAWA1Client#: 423948 WOCES 1 of 1 #S4112448/M4112426 INSURED: POLICY #: POLICY PERIOD: TO Mikhail Ogawa Engineering, Inc B6045280643 05/01/2019 05/01/2020 INSURED: POLICY #: POLICY PERIOD: TO: Mikhail Ogawa Engineering, Inc WCV550110103 05/01/2019 05/01/2020 City of Carlsbad/CMWD P.O. Box 4668 - ECM#35050 New York, NY 10163 PSA 19-608CA MASTER AGREEMENT FOR ENVIRONMENTAUSTORMWATER SERVICES MIKHAIL OGAWA ENGINEERING INC. ~AGR~NT is made and entered into as of the Q,,~ day of \\, ~~ , 2018, by and between the City of Carlsbad, a municipal corporation, ("City"), and Mikhail Ogawa Engineering Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. The City requires the professional services of a consulting firm that is experienced in environmental and stormwater services. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to environmental stormwater. D. Contractor has submitted a proposal to the City under Request for Qualifications (RFQ) No. 18-05, and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the City and Contractor agree as follows: 1. SCOPE OF WORK The 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 three (3) years from December 1, 2018, · through November 30, 2021. 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, the City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by the 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 delays not caused by a lack of foresight on the part of Contractor, or delays caused by the City inaction or other agencies' lack of timely action. City Attorney Approved Version 6/12/18 PSA 19-608CA 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, the City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for the 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 the City. Contractor will be under control of the City only as to the result to be accomplished, but will consult with the City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the 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. The City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The 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 the City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the 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, the 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 the City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the 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 the 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 the 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. City Attorney Approved Version 6/12/18 2 PSA 19-608CA The parties expressly agree that any payment, attorney's fee, costs or expense the 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or the 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. The 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for the City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to the 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 following 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. City Attorney Approved Version 6/12/18 3 PSA 19-608CA 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 the City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to the City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the 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 the City to obtain or maintain insurance and the 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. The 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 the 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 the 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 the 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 the City and Contractor relinquishes all claims to the copyrights in favor of the City. Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA 19-608CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of the City and on behalf of the Contractor under this Agreement. For City Name Eleida Felix Yackel Title Senior Contract Administrator Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2767 For Contractor Name Mikhail Ogawa Title Project Manager 2195 San Dieguito Drive Address Suite 1 -------------- De I Mar, CA 92014 Phone No. 858-987-4169 Email mikhail@mogawaeng.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YeslKJ No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or the 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 City Attorney Approved Version 6/12/18 5 PSA 19-608CA 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, the City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the 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 the City and all work in progress to the City address contained in this Agreement. The City will make a determination of fact based upon the work product delivered to the City and of the percentage of work that Contractor has performed which is usable and of worth to the City in having the Agreement completed. Based upon that finding the 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 the City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the 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. The 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, the 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 the 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 the 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 the 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 the City to terminate this Agreement. City Attorney Approved Version 6/12/18 6 PSA 19-608CA 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 the 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 the 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. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 PSA 19-608CA 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this (l::f> day of CJc.h h~ , 2018. CONTRACTOR Mikhail Ogawa Engineering Inc., a California corporation By: ~~ Jfl.,!(/f,411... OG4w4 5~ /p..,: J..:f (print nam~/title) CITY OF CARLSBAD, a municipal corporation of the State of California By ~i!ltt, ATTEST: If required by the 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 8 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 6/12/18 8 ACKNO\IVLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of San Diego On _...,,O""'"""'c ..... r_.....a:8:....,,i---_.2._() ....... 1~-=---before me, __ j_e_W __ U-w ___ ; "'---T __ N_o~·~__,_-~B .... u .... ,~~L ... r_c ,,'---- (insert name and title of tii"ef officer) personally appeared \<0 Lj 6 <;::,MA-f:H-:D M,~1tfuL 66 A:wA , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signaru~ s:::i;]) c~ (Seal) PSA 19-608CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of environmental planning and study related tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Trash amendments compliance B. Illicit discharge detection elimination (IDDE) investigations C. Program regulatory compliance D. Emergency action plan/ support E. Monitoring Requests for work not listed above must be contracted under separate agreement. City Attorney Approved Version 6/12/18 9 PSA 19-608CA City of Carlsbad RFQ 18-05 -Discipline 7: Environmental Services/Storm Water CARLSBAD MASTER AGREEMENT RATE SCHEDULE HOURLY RA TE SCHEDULE -EFFECTIVE JULY 1, 2018 -VALID THROUGH TERM OF AGREEMENT STAFF Name Title Hourly Rate 1. Mikhail Ogawa Principal in Charge $151.00 (Princioal Engineer) 2. Kelly Ogawa Lead Quality Control/Assurance $151.00 (Principal Scientist) 3. Brett Gamble Project Manager $136.00 (Senior Scientist) 4. Jeff Warner Technical and Field Support $136.00 (Senior Scientist) 5. Mark McPherson Technical and Field Support $136.00 (Senior Scientist) 6. Erica Keyser Technical Support $127.00 (Associate EnQineer) 7. Amanda Nelson Technical and Field Support $125.00 (Associate Scientist) 8. Nehemiah Martinez Field Support $117.00 (Assistant Scientist) 9. Fiona McHenry-Crutchfield Field Support $119.00 (Assistant Enaineer} 10. Dale Kang Field Support $119.00 (Assistant Engineer) SUB-CONSULTANTS Name/Firm Title Hourly Rate 1. 2. EXPENSES Description Cost % Markup 1. Mileaoe Current IRS Rate -2018 $0.545/mile 2. Fleet Vehicle $90.00/day 3. Subcontractors and Direct Cost 5.5% Costs OMOE 10 Client#· 423948 MIKHAOGAWA1 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) 04/02/2018 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~!~cT Hubert Ang Marsh & Mclennan Agency llC rlJ8.Nr.fo Extl: 858 587-7495 I rffc. Nol: 858-452-7530 Marsh & Mclennan Ins. Agency llC !t'tJ~ss, hubert.ang@marshmma.com PO Box 85638 INSURER(S) AFFORDING COVERAGE NAIC# San Diego, CA 92186 INSURER A : Continental Casualty Company 20443 INSURED INSURER B : CompWest Insurance Company 12177 Mikhail Ogawa Engineering, Inc INSURER C : Progressive American Insurance Company 24252 Mikhhail Ogawa INSURER D: 2195 San Dieguito Drive, Suite 1 Del Mar, CA 92014 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER fMM/DDIYYYYl fMM/DDIYYYYl A X COMMERCIAL GENERAL LIABILITY B6045280643 04/01/2018 04/01/2019 EACH OCCURRENCE $1,000,000 f---=i CLAIMS-MADE ~ OCCUR ~~~~~H9E~~~J.\Wencel $300,000 f--- MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 f--- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 [1 •PRO-•LOG $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ C AUTOMOBILE LIABILITY 029980541 05/01/2018 05/01/2015 COMBINED SINGLE LIMIT $2,000,000 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED X AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED f---NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY /Per accident) $1,000,000 -f---$ A ~ UMBRELLA LIAB ~ OCCUR B6045280688 ~4/01/2018 04/01/2015 EACH OCCURRENCE $2 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2 000 000 ✓ oEo I xi RETENTION$ $ B WORKERS COMPENSATION WCV5501101 12/31/2017 12/31/20U X l~~~TIITO' I l~~H-AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE[y] E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? y N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A Errors & EEH254102631 ~4/01/2018 05/01/2015 $2,000,000 Each Claim Omissions $4,000,000 Aggregate I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Certificate holder is additional insured with respect to general liability per attached endorsement. 30 day notice of cancellation. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P_O. Box 4668 -ECM#35050 ACCORDANCE WITH THE POLICY PROVISIONS. New York, NY 10163 AUTHORIZED REPRESENTATIVE I At-o- © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S3396084/M3396081 WSMJB INSURED: Mikhail Ogawa Engineering, Inc POLICY #: B6045280643 ~NA POLICY PERIOD: 04/01/2018 TO 0410112019 SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED -BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury'' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c, Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; · e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its SB-146932-E (Ed. 06/11) own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury'' or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: a. Additional Insured -Your Work That person or organization for whom you do work is an additional insured solely for liability Page 1 of 5 CNA due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products-completed operations hazard" unless required by the written contract or written agreement. (3) The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury'' arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury'' arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only wrth respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place 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 additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests -Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or Page 2 of 5 ~NA (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. g. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury'' arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products-completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY -DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D -Liability and Medical Expenses Limits of Insurance. Page 3 of 5 Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, I, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: Page 4 of 5 ~NA (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. c. This provision (Expanded Personal and Advertising Injury) does not apply if SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re-defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. Page 5 of 5 INSURED: Mikhail Ogawa Engineering, Inc POLICY#: WCV5501101 POLICY PERIOD: 12/31/2017 TO: 12/31/2018 WORKERS COMPENSATION AND EMPLOYERS UABIUTY INSURANCE POLICY WC990313 C !Ed. 7-091 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CAL.IFORMA We have the right to rocover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Scheoole. (This agr00fflent applies only to the extent that vou perform work under a written contract that requires you to obtain this agr00ment from us. I You must maintain payrol records accu-atelv segregating the remuneration of your emplovees while engaged in the work described in the Schedule. The additional premium for this endorsermlot shall be $ Schedule Any person or organization that vou perform work for that is liable for an injury. covered by this policy. that prior to the injury has written contract requiring a waiver of our right to recover from them. Parson or Organization City of Carlsbad/CMWD P.O. Box 4668 -ECM#35050 New York, NY 10163 Job Description This ~ changes h policy ID which it is attJc:hed and is ell'eclive on the dalR isS&ad unlff5 odllrwile stated. (11w iafoml;mon belM, k r.quil-.d only wllffl flm, ~ k kwecl Yllwcpatto ~ otni. policy.) WC 99 0313 C IEd. 7-091