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HomeMy WebLinkAboutHetherington Engineering Inc; 2019-10-04;City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES HETHERINGTON ENGINEERING, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated October 4, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Hetherington Engineering, Inc., a California corporation, (“Contractor") (collectively, the “Parties”) for as needed geotechnical services. RECITALS A.On October 4, 2019 the Parties executed the Agreement to provide as-neededgeotechnical services; and B.The Parties desire to alter the Agreement’s scope of work to include an updatedfee schedule for geotechnical services; and C.The Parties desire to extend the Agreement for a period of one (1) year; and D.The Parties have negotiated and agreed to a supplemental scope of work and feeschedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.That the Agreement, as may have been amended from time to time, is herebyextended for a period of one (1) year ending on October 3, 2021 on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000). 2.All other provisions of the Agreement, as may have been amended from time totime, will remain in full force and effect. 3.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 9thOctober City Attorney Approved Version 1/30/13 2 4.The individuals executing this Amendment and the instruments referenced in it onbehalf 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. HETHERINGTON ENGINEERING, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Jeff Murphy Community Development Director Mark D. Hetherington/President (print name/title) ATTEST: By: (sign here) Paul Bogseth/Vice president Tamara R. McMinn for BARBARA ENGLESON 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 EXHIBIT “ASCOPE OF SERVICES AND FEEDocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD 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) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ 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 LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE 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 PERIODINDICATED. 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. 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 POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE 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 onthis certificate does not confer 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.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/16/2020 License # 0E67768 (858) 754-0063 50233 (619) 574-6288 13056 Hetherington Engineering, Inc. dba Coastal Geotechnical5365 Avenida Encinas, Suite A Carlsbad, CA 92008 A 1,000,000 XXPSB0005057 1/6/2020 1/6/2021 1,000,000 Cont Liab/Sev of Int 10,000 1,000,000 2,000,000 2,000,000 Deductible 0 1,000,000A XXPSB0005057 1/6/2020 1/6/2021 No Co. Owned Autos Deductible 0 1,000,000A PSE0002244 1/6/2020 1/6/2021 1,000,000 0 A X PSW0002868 11/9/2019 11/9/2020 1,000,000 1,000,000 1,000,000 A Professional Liab.RDP0038253 12/13/2019 Per Claim 1,000,000 A Ded.: $30K Per Claim RDP0038253 12/13/2019 12/13/2020 Aggregate 2,000,000 Re: Third Party Peer Reveiw of Geotechnical Services The City of Carlsbad, (or if applicable - the City of Carlsbad Redevelopment Agency, Housing Authority of Carlsbad Municipal Water District), its officials, employees and volunteers are Additional Insureds with respect to General/Hired & Non-Owned Auto Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General/Hired & Non-Owned Auto Liability and Workers' Compensation in favor of the Additional Insureds. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 HETHENG-01 MCGRAWM IOA Insurance Services4370 La Jolla Village DriveSuite 600San Diego, CA 92122 Erica Wilson Erica.Wilson@ioausa.com RLI Insurance Company X 12/13/2020 X X X X X X X X X X DocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 DocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 DocuSign Envelope ID: A1AC1F5E-9C0F-4149-B60A-4E70D7C52200 MASTER AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES HETHERINGTON ENGINEERING, INC. THIS AGREEMENT is made and entered into as of the 4--\:Vv day of ~~~ , 20tl_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and HETHERINGTON ENGINEERING, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in providing third party review services for geotechnical engineering. B. Contractor has the necessary experience in providing professional services and advice related to perform such work. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The Community and Economic Development Director may amend the Agreement to extend it for three (3) additional one (1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds 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 Contractor shall complete planchecks according to the following schedule: a. First plancheck: complete and return to city within fifteen (15) working days of notice to pick up. b. Second and third planchecks: complete and return to city within ten (10) working days of notice to pick up. Failure to meet the stipulated return times shall result in a 5% reduction in the payments due for that particular plan check turnaround [Example: First plancheck turnaround late fee = ($800 x 95% = $760]. Penalty would not be recovered at end of plancheck. City Attorney Approved Version 4/1 /15 Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Engineer. The City Engineer will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by lack of foresight on the part of Contractor, or delays caused by City inaction or other agency's lack of timely action. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed thirty-five thousand dollars ($35,000) per Agreement year. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) 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 the City Engineer, will be considered a part of the 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. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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. City Attorney Approved Version 4/1 /15 2 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will 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 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. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City Attorney Approved Version 4/1 /15 3 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. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. City Attorney Approved Version 4/1 /15 4 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Jason Geldert Title City Engineer Department CED City of Carlsbad Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone No. 760-602-2758 For Contractor Name Title Address Mark Hetherington President 5635 Avenida Encinas, Suite A Carlsbad, CA 92008 Phone No. 760-931-1917 Email mdh@hetheringtonengineering.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 four categories. Yes D No ■ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt City Attorney Approved Version 4/1 /15 5 to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for City Attorney Approved Version 4/1 /15 6 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, embodies 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 7 City Attorney Approved Version 4/1 /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. HETHERINGTON ENGINEERING, INC., a California corporation By: \... Mark D. Hetherington/President (print name/title) By-~~---LO/-L~2 ,, ,--;;;.;;.,--- Paul A BogsethNice President (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California AUTl=IORIZ!:D TO SICaf\l (City MaM9er or Ma~or or Divi~iofl Direotor as ablthoriz..ed by ti ,e City M~age1 )] :r::..__t«-4""i'~ C.ED .Pi re.c.t-o,, 'n ;~{e.. Pe.tef""$llr'\ ATTEST: 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 City Attorney Approved Version 4/1 /15 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CML CODE§ 1189 A notary µ,ublic or other officer completing th1s certificate verifies only the identfty of the fndividual who signed the document to which this certificate is attached, and not the truthfulness, accuracy; or validity of that ctocument. State of Caiijomla ) County of _~ __ '11)_-"-<---,+-~-----) On before me, Ev"VJ ~j ,).>0/J /iJo/c, 1f,Y. rJ1/,c Here Insert Name fthe Officer I persona/Iy appeared -~1--_,___,_ __ ----""'::.....,_-.J.+--"='----''---('-(_I /1--+..:../;-"'--/)-------,· ,__ _ _._____,____.'-'----"'----"o'-"'I· '::,,"-'e=-f_v;_;___ Nam~of Signe~ . . who· proved to me on the basis of satisfactory eviden~e to be the perso~ whose name@) l'siare subscribed to the within instru~ and acknowlectged· to me-· that h~th'ey executed the sam'e in Aisfh.er/their-authorized capac· res and that .1::t h'!s/h\J-Jtheir signatunfsi):m th57 instTTfment the perso~ or the entity upon ·behalf of whi e person(~cted, executed the ~ment. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true _and correct. . . ~ · · WITNESS my ham:i and offici~ ·----~-/ Signature---:·7"""-:--=---,,.--";;;~z~======,------- ~ s· Place Notary Seal Above ---,----------------, OPTIONAL----------------- .· Though this section is opffonal completing this information can detera!teraffon of the document Qr tra.udufef'}t reattachment of th(s form to an unintended document · . Description of Attached DocMimen;: A. ' · -Q l 2 ,,c) Title ar Type of Docu~rnt Cl• {lcr 1/f?(U/\t'ir Document Date: 1 If~ 1 11 Number of Pages: _l..__.,_____ Signer(s) oWr Than Named A!Jove: 1 -I--· . . . Capacity{ies) Claimed by Signer($} Signer's Name: -------------Signer's Name: ____________ _ □ Corporate Officer -Trtle{s): ______ _ □ Corporate Officer ;_ Trtle(s): ______ _ □ Partner -□ Limited . □ GeneraI □ lndividuai □ Attorney in.Fact' □ Partner -□ Limited □ General □ IndMdual □ Attorney in Fact □ Trustee □ Guardian or Conservator-□ Trustee □ Guardian or Conservator □ Other: · □.Other: ______________ _ Signer Is Representing: _________ _ Signer Is Representing: --------,~=--~ ©2014 National Notary Association • www.NationaINotary.org • 1-800-US NOTARY (i-800-876-6~27)' Item -#5907 , 1.0 DEFINITIONS EXHIBIT "A" SCOPE OF SERVICES 1.1 CONTRACT ADMINISTRATOR: The Engineering Manager of the Land Development Engineering Division or its authorized representative. 1.2 CITY: The City of Carlsbad. 1.3 CONTRACTOR: The Geotechnical Consultant's responsible management individual or their authorized consultant. 1.4 PROPOSAL: A fixed cost proposal prepared by the CONTRACTOR for work requested by the CONTRACT ADMINISTRATOR. 1.5 TIME AND MATERIALS: Work Performed by the CONTRACTOR on an agreed hourly price per negotiated fee schedule. 2.0 CONTRACTOR'S OBUGAJIONS 2.1 The CONTRACTOR shall provide qualified professional geotechnical engineering consulting, geotechnical plan check services, geotechnical and material laboratory testing and geotechnical field observations and testing. The CONTRACTOR shall also provide other related services as agreed upon by both the CONTRACT ADMINISTRATOR and the CONTRACTOR. All work shall be performed in accordance with CITY procedures and policies. 2.2 The CONTRACTOR shall provide all facilities, equipment, and standard engineering reference materials and applicable governmental code reference materials necessary to perform duties as required herein. 2.3 Should the city move to digital plan review during the agreement period, the CONTRACTOR shall provide their own Adobe Acrobat Professional or Bluebeam software license(s) to carry out plan check reviews in accordance with city procedures and policies. 3.0 NEGOTIATED PROPOSAL AND ACCEPTANCE 3.1 The CITY may award work to the CONTRACTOR, at the discretion of the CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated proposal and acceptance basis as when the CONTRACT ADMINISTRATOR determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for work shall be performed by negotiated agreement between the CITY and the CONSULTANT or on a time and material basis in accordance with section 4.0. City Attorney Approved Version 4/1 /15 9 3.2 Prior to performing any work, the CONSUL TANT shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONSULTANT'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 3.3 All work shall commence on the specified date established and CONSULTANT shall proceed diligently to complete said work within the time allotted. 4.0 TIME AND MATERIALS 4.1 In the event that the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONSULTANTS proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONSUL TANT to perform the work on a TIME AND MATERIALS Basis. Invoices for Work on a TIME AND MATERIALS basis are subject to the CONSULTANT'S negotiated fee schedule attached to this agreement. 4.2 Prior to performing any work, the CONSUL TANT shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONSULTANTS proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 4.3 All work shall commence on the specified date established and CONSUL TANT shall proceed diligently to complete said work within the time allotted. 5.0 PAYMENTS AND INVOICES 5.1 The CONSULTANT shall present monthly Invoices, for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for afl services rendered by the CONSULTANT under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT 5.2 Invoices for approved TIME AND MATERIALS Work shall be in a format acceptable to the CONTRACT ADMJNISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify the CONSULTANTS billing. Invoices for Time and Materials work shall be submitted on separate invoices. Unless otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each separate and complete item of TIME AND MATERIALS work. City Attorney Approved Version 4/1 /15 10 Principal Engineer/Geologist Senior Engineer/Geologist Project Engineer/Geologist Staff Engineer/Geologist Field/Laboratory Technician Draftsman Draftsman 2 (Court Exhibit) Staff Assistant SCHEDl1LE OF FEES Effective July I.2017 (California) PERSONNEL Per Hour .............................................................................................................. $ 195.00 ··············································································································· 170.00 ··············································································································· 160.00 ··············································································································· 150.00 ··············································································································· ~.00 ··············································································································· ~.00 ··············································································································· 125.00 ··············································································································· 50.00 The minimum charge for field observation time is two hours. Overtime for field technician personnel is charged at one and one-half times the hourly rate. Travel time required to provide services is charged at the appropriate hourly rate. Expert witness investigation and court preparation time are charged at applicable hourly rates. Expert witness testimony is charged at $400.00 per hour. EQlllPi\lENT Travel Mileage Refraction Seismograph Inclinometer ···············································································································$ 0.60 per mile 15.00 per hour I 00.00 per hour Nuclear Density Gauge Tiltmeter Groundwater Meter Digital Camera/Imaging Extensomcter Load Cell Read-out OlTSIDE SER\KES I 0. 00 per hour I 00.00 per hour I 00.00 per hour 20.00 per day/ 2.50 per sheet 100.00perday I 00.00 per hour Outside services are charged at cost plus 15 percent. Typical outside services include: Heavy equipment rental. printing. special insurance. travel and transportation. subsistence. and long distance communications. LABORATORY CHARGES Per Test Moisture Content ............................................................................................................... $ 15.00 Moisture Content/Dry Density . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.00 Moisture Content/Dry Density (with rock correction) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30.00 Shelby Tube Moisture Content/Dry Density ....................................................................................... 100.00 Wax Density . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50.00 Maximum Dry Density (Compaction) . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200.00 Specific Gravity . . .. . .. . . . . .. . . . . .. . .. . .. . .. . .. . .. . .. . .. . .. . . . . .. . .. . . . . .. . .. . . . . .. . .. . .. . .. . . . . .. . .. . .. . . . . .. . .. . .. . .. . . . . . . . . 75.00 Sieve Analysis . . . . . .. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.00 Sieve and Hydrometer Analysis . ... . .. . ...... .. . .. ... . ... ... ........ ... . .. . ......... .. . ..... ....... .. . ........ ... . .. . ......... ... . 125.00 Atterberg Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.00 Shrinkage Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45.00 Sand Equivalent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 75.00 Expansion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150.00 Unconfined Compression ............. ... . .. . ...... ... .. . .. . ..... .... .. . .. . .. . ...... ......... .. . ......... .. ....... ..... .... .. . ........... 100.00 Direct Shear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 200.00 Residual Direct Shear Consolidation Time-Rate Consolidation (per Load Increment) ....................................................................................... . Penneability (Falling Head) .............................................................................................................. . PREPAYMENTS A prepayment of 30 percent of the authorized fee may be invoiced immediately to cover equipment and mobilization costs. IM'OICES 300.00 125.00 55.00 150.00 Invoices rendered for professional services are due upon presentation. A service charge of 1.5% per month may be charged on accounls not paid within 30 days. Any amount due Consultant not paid when due shall bear interest at the maximum rate then allowable by law from the date due. but in no event shall such interest be less than ten percent (10%). Such interest shall not be payable on late charges. Any attomey·s fees or other costs incurred in collecting any delinquent account will be paid by Client. ~ HETHENG-01 AUSTINA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY) ~ 01/03/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0E67768 ~2~?,cT Erica Wilson IOA Insurance Services r..t:g~i, Ext): (858) 754-0063 50233 I FAX 4370 La Jolla Village Drive (A/C, No):(619) 57 4-6288 Suite 600 i~0'}{~ss: Erica.Wilson@ioausa.com San Diego, CA 92122 INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: RLI Insurance Company 13056 INSURED INSURER B: Hetherington Engineering, Inc. dba Coastal Geotechnical INSURER C: 5365 Avenida Encinas, Suite A INSURER D: Carlsbad, CA 92008 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 ~.?.P~ ~~ POLICY NUMBER _ _POLICY EFF POLICY EXP LIMITS I TR A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ □ CLAIMS-MADE [Kl OCCUR ~~~~*~J9ifa~~Jt~nce\ 1,000,000 X X PSB0005057 01/06/2019 01/06/2020 $ X Cont Liab/Sev of Int MED EXP (Anv one oerson\ $ 10,000 ~- PERSONAL & ADV INJURY $ 1,000,000 ~ I 2,000,000 R'L AGGREGATE LIMIT APPLIES PER: I I GENERAL AGGREGATE $ [Kl PRO-□ 2,000,000 POLICY JECT __ LOG PRODUCTS -COMP/OP AGG $ OTHER: Deductible $ 0 A AUTOMOBILE LIABILITY a- COMBINED SINGLE LIMIT (Ea accidentl $ 1,000,000 ANY AUTO X X PSB0005057 01/06/2019 01/06/2020 BODILY INJURY (Per person) $ ~ OWNED -SCHEDULED AUTOS ONLY --AUTOS i BODILY INJURY (Per accident) $ X HIRED X ~8ro~~1~ t~7~&:~J,':it?AMAGE $ AUTOS ONLY - X No Co owned Autos $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 1,000,000 ~ PSE0002244 01/06/2019 01/06/2020 1,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ ../ DED I X I RETENTION $ 0 $ A WORKERS COMPENSATION I XI ~ffTuTE I I OTH-AND EMPLOYERS" LIABILITY ER Y/N X IPSW0002868 11/09/2018 11/09/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Prof Liab/Clms Made RDP0034702 12/13/2018 12/13/2019 Per Claim 1,000,000 ✓ A I Ded.: $30K Per Claim RDP0034702 12/13/2018 I 12/13/2019 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule. may be attached If more space Is required) Re: Third Party Peer Reveiw of Geotechnical Services The City of Carlsbad, (or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority of Carlsbad Municipal Water District), its officials, employees and volunteers are Additional Insureds with respect to General/Hired & Non-Owned Auto Liability per the attached endorsement as required by written contract. Insurance is Primary and Non-Contributory. Waiver of Subrogation applies to General/Hired & Non-Owned Auto Liability and Workers' Compensation in favor of the Additional Insureds. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad (. /4~~-ltQ.. 1635 Faraday Ave. 1r.,orh:h,o,i r.A Q?nnR ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Named Insured: Hetherington Engineering, Inc. dba Coastal Geotechnical Policy Number: PSB0005057 RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS SCHEDULED ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY Schedule Name of Person(s) or Organization(s): The City of Carlsbad, {or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority of Carlsbad Municipal Water District), its officials, employees and volunteers 1. SECTION II C. Who Is An Insured is amended to include as an additional insured the person or organization shown in the schedule above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work'' and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply to the rendering of or . failure to render any "professional services". b. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with at other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury'' for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION Ill K.2 Transfer of Rights of Recovery Against Others to Us - COMMON POLICY CONDITIONS (BUT APPLICABLE TO SECTION I -PROPERTY AND SECTION II -LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury'', "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 313 0212 Page 1 of 1 Named Insured: Hetherington Engineering, Inc. dba Coastal Geotechnical WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Policy Number: PSW0002868 WC 040306 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be __ % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss Schedule Job Description Jobs performed for an person or organization that you have agreed with in a written contract to provide this agreement