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VRPA Technologies Inc; 2019-08-21;
City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR ENGINEERING CONSULTING SERVICES VRPA TECHNOLOGIES, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 20___, extending the agreement dated August 21, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and VRPA Technologies, Inc. (“Contractor") (collectively, the “Parties”) for engineering consultant services. RECITALS A.On August 21, 2019, the Parties executed the Agreement for engineeringconsulting services; and B.The Parties desire to extend the Agreement for a period of one (1) year. C.The Parties desire to alter the Agreement’s scope of services and fee schedule;and D.The Parties have negotiated and agreed to a supplemental scope of services andfee schedule, 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.In addition to those services contained in the Agreement, as may have beenamended from time to time, Contractor will provide those services described in Exhibit “A”. With this Amendment, the total annual Agreement amount shall not to exceed thirty-five thousand dollars ($35,000). 2.The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on August 21, 2021. 3.All other provisions of the Agreement, as may have been amended from time totime, shall remain in full force and effect. 4.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 21stAugust20 City Attorney Approved Version 1/30/13 2 5. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) JEFFREY MURPHY Community Development Director Georgiena M. Vivian, President (print name/title) ATTEST: By: (sign here) Tamara R. McMinn for BARBARA ENGLESON Leonard Vivian, Secretary City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 EMPLOYEE CLASSIFICATION:PRESIDENT - PRINCIPAL VICE PRESIDENT DIR. OF TRAFFIC ENG. DIRECTOR OF INNOVATION AND SUSTAINABILITY SENIOR TRANSPORTATION PLANNER | GIS SPECIALIST MARKETING/ RESEARCH SPECIALIST SENIOR TRANS. PLANNER TRANS. ENGINEER TRANS. TECH. OUTREACH RESEARCH ADMIN. ASST. Employee Name:Georgiena Vivian Leonard Vivian Erik Ruehr Richard Lee*3 David Berggren*3 Dena Graham Jeff Stine Jason Ellard Hector Guerra Open Open HOURLY SALARY $96.45 $31.21 $65.09 $97.39 $100.00 $42.91 $42.57 $41.87 $26.06 $14.00 $14.00 ALLOWANCE FOR ANTICIPATED SALARY INCREASES (3%)*1 $2.89 $0.94 $1.95 $2.92 $3.00 $1.29 $1.28 $1.26 $0.78 $0.42 $0.42 ANTICIPATED AVERAGE SALARY OVER THE LIFE OF THE PROJECT $99.34 $32.15 $67.04 $100.31 $103.00 $44.20 $43.85 $43.13 $26.84 $14.42 $14.42 OVERHEAD (186.78%)*2 $185.55 $60.04 $125.22 $82.43 $84.64 $82.55 $81.90 $80.55 $50.14 $26.93 $26.93 SUBTOTAL ( HOURLY COST)$284.90 $92.19 $192.27 $182.74 $187.64 $126.75 $125.74 $123.68 $76.98 $41.35 $41.35 PROFIT (12%)$34.19 $11.06 $23.07 $21.93 $22.52 $15.21 $15.09 $14.84 $9.24 $4.96 $4.96 HOURLY RATE:$319.08 $103.25 $215.34 $204.67 $210.15 $141.96 $140.83 $138.52 $86.21 $46.32 $46.32 *2 Overhead Rate 186.78% *3 Satellite Office, Overhead billed at 82.17% VRPA TECHNOLOGIES, INC. RATE SCHEDULE March 24, 2020 *1 Salary adjustments updated effective 7/1/2018 Next salary adjustments anticipated June 2020 INTERN EXHIBIT “A”SCOPE OF SERVICES AND FEE DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis of Illinois, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA VRPA Technologies, Inc.c/o Dena Graham4630 W. Jennifer, #105Fresno, CA 93722 Re: 18-028 City of Carlsbad Engineering Review Services. City of Carlsbad is included as an Additional Insured as respects to General Liability and Auto Liability. Umbrella/Excess Follows Form. City of CarlsbadAttn: Laureen Ryan, Management Analyst1635 Faraday AvenueCarlsbad, CA 92008 08/28/2019 1-877-945-7378 1-888-467-2378 certificates@willis.com Citizens Insurance Company of America 31534 The Hanover American Insurance Company Continental Casualty Company 36064 20443 W12397620 A 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 Y OBCA400416 09/01/2019 09/01/2020 A 2,000,000 09/01/202009/01/2019YOBCA400416 A 1,000,000 Y OBCA400416 09/01/2019 09/01/2020 1,000,000 WZCA364702B 1,000,00009/01/2019 09/01/2020 1,000,000 1,000,000 C Professional Liability Per ClaimMCH11382056809/01/2019 09/01/2020 Aggregate 134448518440346SR ID:BATCH: $2,000,000 $2,000,000 Page 1 of 1DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II – LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add as an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit including “bodily injury” or “property damage” included in the “products – completed operations hazard” only if this Coverage Part provides such coverage. (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from whom land has been leased if the “occurrence” or offense takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The “occurrence” takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con-struction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. Page 2 of 2 injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II – LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations B. Aggregate Limits of Insurance per Project or per Location The following changes are made to SECTION II – LIABILITY: 1. The following is added to SECTION II – LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of “your projects” or each “location” listed in the Declarations. 2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II – LIABILITY, F. Liability And Medical Expenses Definitions: 1. “Your project” means: a. Any premises, site or “location” at, on, or in which “your work” is not yet completed; and b. Does not include any “location” listed in the Declarations. 2. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. DocuSign Envelope ID: FA61D757-830F-438D-BABA-D5DC19EC5C26 MASTER AGREEMENT FOR ENGINEERING CONSUL TING SERVICES VRPA TECHNOLOGIES, INC. A THIS AGREEMENT is made and entered into as of the 1( 4>! day of _v..~u.:,-\: , 2019, by and between the CITY OF CARLSBAD, a municipal corpora~;;: ("City"), and VRPA TECHNOLOGIES, 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 transportation planning and traffic 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 & Economic Development Director may amend the Agreement to extend it for one ( 1) additional one ( 1) year period or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds 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 the Agreement will begin within ten (10) working days after receipt of notification to proceed by City and be completed within the time specified in Contractor's proposal for the project (see "Exhibit A"). Extensions of time for a specific project may be granted if requested by Contractor and agreed to in writing by the City Engineer, as authorized by the Community and Economic Development Director ("Director"). The City Engineer or Director 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. In no event shall a specific project exceed the term of this Agreement. City Attorney Approved Version 4/1/15 5. COMPENSATION The cumulative compensation for all projects allowed during the initial Agreement term will be thirty-five thousand dollars ($35,000). No other compensation for the Services will be allowed. 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 and negotiated proposal and acceptance as specified in Exhibit "A". 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. 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 attorney's 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. City Attorney Approved Version 4/1 /15 2 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. 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. City Attorney Approved Version 4/1 /15 3 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. 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 Erik Ruehr Director of Traffic Engineering 9747 Businesspark Avenue, Ste 210 San Diego, CA 92131 Phone No. 858-361-7151 Email eruehr@vrpatechnologies.com City Attorney Approved Version 4/1 /15 4 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. YesO No■ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City Attorney Approved Version 4/1/15 5 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 a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 4/1 /15 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. VRPA TECHONOLGIES, INC., a California corporation Georgiena M. Vivian, President (print name/title) (sign here) Leonard Vivian, Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California U.lkfiv~:) ----EBBIE FOUNTAIN Community and Economic Development Director ATTEST: <JL_L,QG~ 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 7 ACKNOWLEDGMENT 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 Lr: L) ~ \/"\o County of ____ 1 __ --c..-__ -c;;:,_,,_ • ___ __, On~· s---1 \ , 8o ,ex before m~::rt n~a tit~~t~~) P U,!ol lC personally appeared o~,d \li'V~CW\ ~ . V~v;M , who proved to me on the basis of satisfactory evidence to be the person s) whose name(s · /are subscribed to the within instrument and acknowledged to me tha~/they executed the same in tti81t1'erltheir authorized capacity(ies), and that by IJiaftferitheir signature(s) on the instrument the lp~rs~n(s), or the entity upon behalf of which th((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. Signature Ll Jt!------- f .. : ..... ~;: :::~::eg~.::~,: 1 ~-• COMMISSION# 2241454 e f ' FRESNO COUNTY I •. •• .....• ~v ~~~~-.e:~-."!'~. !·.2~:2.,. (Seal) EXHIBIT "A" SCOPE OF SERVICES 1.0 DEFINITIONS 1.1 CONTRACT ADMINISTRATOR: The Engineering Manager of the Land Development Engineering Division or their authorized representative. 1.2 CITY: The City of Carlsbad. 1.3 CONTRACTOR: The 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 OBLIGATIONS 2.1 The CONTRACTOR shall provide qualified professional transportation planning and traffic engineering consulting and plan check services. 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. 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 CONTRACTOR or on a time and material basis in accordance with section. 3.2 Prior to performing any work, the CONTRACTOR 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 CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT AMINISTRATOR. 3.3 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. City Attorney Approved Version 4/1/15 8 4.0 TIME AND MATERIALS 4.1 In the event the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONTRACTORS proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. Invoices for work on a TIME AND MATERIALS basis are subject to the CONTRACTOR'S negotiated fee schedule attached to this agreement. 4.2 Prior to performing any work, the CONTRACTOR 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 CONTRACTORS 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 CONTRACTOR shall proceed diligently to complete said work within the time allotted. 5.0 PAYMENTS AND INVOICES 5.1 The CONTRACTOR shall present monthly Invoices, for all work performed during the preceding month. Monthly invoices shall include all required certifications and reports as specified herein. 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 all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Payments shall be made within thirty (30) days upon receiving invoice, 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 ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify the CONTRACTORS 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 9 Employee Name: I Geora:iena Vlviin Leonard V-Min Erik Ruehr HOUIUYSAI.AltY $96.45 $31..21 S6S.09 All.OWAHCE FOR AHTIOPATED $2.89 S0-94 Sl.95 SAlAAY~Jl"l•1 IAHTIOPAJEO AV'EAAG( SAi.ARY OYEJt I THE Uf:E OF nu: P1IOJECT S99.34 I $32.lS I $67.0C I 0\/tlUtEAD (176.U.1·1 $17S.S2 $56.10 sua.,s SUITOTAl ( HOUltlY $214.16 SU.,. St1S.4J COST) Hl:OFrT(ll'KI $32.91 S10.67 S21.26 HOURLYRATE I $307 85 I 599 61 I S107 75 I •1 Sat.ry•djustmenu uc,cl~tNt effectNe 7/1/2011 Not salil"'f' ~Ju5tment5 •n~ted June 2019 •1 C>wmud !Yite 176.""' •J S.telllte OWa, Overtle~ tMled 1t 63 17" RicMrdLee•J $97.39 SU2 S100.31 I $63.37 SJ&J.61 S19.64 SlSJ Jl I VRPA TECHNOLOGIES, INC. 2017/18 RATE SCHEDULE July 1, 2011 Oavfd Beraren•1 ICenyCoMn Dena Graham Jeff Stine S7S.oo SSLSO $42.91 $4257 SUS Sl.SS Sl.29 Sl.21 sn.2s I S53.0S I $4.UO I $0.15 $41.10 $93.72 $71.09 $77,47 SJZ6.0S SI.ff.lf su.u, SJZJ.JZ S1.5.U $17.61 $14.67 $14.56 SJ4J J7 I S164 JS I SJJ6 96 SJJS 87 Ryan Shilo Maria Jason Elllrd Hector Guerra Hector Guerni Armnda Ros.ales Brooke Poore Viviin Shurtz Hernandez $41.17 S22.0& $22.06 S14-.00 S14.00 SU.00 su.oo su.oo Sl.26 I S0.66 I S0.66 I S0.42 I S0.42 I so.a, I $0.39 I S0.39 I S43.U I $22.72 I S22.72 I $14.42 I $14.42 I s1u, I Sl339 I SU.39 $76.20 $40.14 $40.14 $25.43 I $25.41 I sn.66 I m.66 I $23.66 $UJ.J2 $61.11 $52.17 sn.,a I SJJ.JO I $37.0S I $11.0S I $11.0S $14.32 S7.S4 $7.$4 $4.79 I $4.79 I s-.•s I sus I $4.45 I SJJ3 64 I S70 41 I S7 Page 1 of 1 ACORD& CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 08/06/2019 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 CONTACT NAME: Willis of Illinois, Inc. r,.~:,>N,_t "•"· 1-877-945-7378 I fffc Nol: 1-888-467-2378 c/o 26 Century Blvd !~til~ss: certificates@willis.com P.O. Box 305191 Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Citizens Insurance Company of America 31534 INSURED INSURER B: The Hanover American Insurance Company 36064 VRPA Technologies, Inc. c/o Dena Graham INSURER C: Continental Casualty Company 20443 4630 W. Jennifer, #105 INSURER D: Fresno, CA 93722 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· Wl2259668 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE ,.,.,n lwvn POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ □ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $ 1,000,000 A MED EXP (Any one person) $ 10,000 r-----y 09/01/2019 09/01/2020 OBCA400416 PERSONAL & ADV INJURY $ 2,000,000 r----- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 Fl 0PRO-□LOG PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ ✓ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 -(Ea accident) ANY AUTO BODILY INJURY (Per person) $ A -OWNED ~ SCHEDULED y OBCA400416 09/01/2019 09/01/2020 BODILY INJURY (Per accident) $ -AUTOS ONLY ~ AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ - $ X UMBRELLA LIAS M OCCUR EACH OCCURRENCE $ 1,000,000 A - EXCESS LIAB CLAIMS-MADE y OBCA400416 09/01/2019 09/01/2020 AGGREGATE $ 1,000,000 I OED I I RETENTION $ $ WORKERS COMPENSATION XI ~~fTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A WZCA364702 09/01/2019 09/01/2020 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 C Professional Liability MCH113820568 09/01/2018 09/01/2019 Per Claim $2,000,000 / Aggregate $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: 18-028 City of Carlsbad Engineering Review Services. City of Carlsbad is included as an Additional Insured as respects to General Liability and Auto Liability. Umbrella/Excess Follows Form. 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. City of Carlsbad AUTHORIZED REPRESENTATIVE Attn: Laureen Ryan, Management Analyst 1635 Faraday Avenue aa~w Carlsbad, CA 92008 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SR ID, 18358587 BATCH, 1315484 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM A. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury", "property damage", or "personal and ad'vertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "property damage" included in the "products - completed operations hazard" only if this Co-.erage Part provides such co-.erage. (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described abo've: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than co-.erage provided to any other insured. (5) Does not apply if the "bodily injury", "property damage" or "personal and ad'vertising injury" is otherwise excluded from co'verage under this Co-.erage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and ad-.ertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Co'verage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage", or "personal and ad'vertising injury" arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from whom land has been leased if the "occurrence" or offense takes place or the offense is committed after the lease for the land expires; or (b) Managers or lessors of premises it (i) The "occurrence" takes place or the offense is committed after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "ad-.ertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To "bodily injury", "property damage" or "personal and ad'vertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies e-.en if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its pennission. Page 1 of 2 injury" or "property damage" or the offense which caused the "personal and ad'l.ertising injury" im.ol'l.ed the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION II -LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a co-.ered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or pennit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations B. Aggregate Limits of Insurance per Project or per Location The following changes are made to SECTION 11 - LIABILITY: 1. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations. 2. For the purpose of co-.erage provided by this endorsement only, the following is added to SECTION II -LIABILITY, F. Liability And Medical Expenses Definitions: 1. "Your project" means: a. Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b. Does not include any "location" listed in the Declarations. 2. "Location" means premises im.olving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1586 08 16 Includes copyrighted material of Insurance Services Offices, Inc., with its permission. Page 2 of 2