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HomeMy WebLinkAboutRockwell Construction Services LLC; 2017-07-12; TRAN1574TRAN1574 General Counsel Approved Version 1/30/13 1 AMENDMENT NO.1 TO EXTEND AND AMEND AGREEMENT FOR CONSTRUCTION INSPECTION SERVICES ROCKWELL CONSTRUCTION SERVICES, LLC This Amendment No. 1 is entered into and effective as of the ________ day of _______________________________, 2019, extending and amending the agreement dated April 12, 2017 (the “Agreement”) by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Rockwell Construction Services, LLC, (“Contractor") (collectively, the “Parties”) for construction inspection services. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on April 12, 2020 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 to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 68AED1D0-2E3A-4946-87B2-0ACACE1E2AE0 April 11th TRAN1574 General Counsel Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR ROCKWELL CONSTRUCTION CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad SERVICES, LLC., a California Corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works as authorized by the Executive Manager James E. Hudson, President (print name/title) By: (sign here) Thomas M. Klein, Secretary (print name/title) If required by CMWD, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By:_____________________________ Deputy General Counsel DocuSign Envelope ID: 68AED1D0-2E3A-4946-87B2-0ACACE1E2AE0 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~ 1/2/2019 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 1NAME~--· Tony Katzdom Valley Center Insurance Agency, Inc. !AJ~t~o, Ext): (760) 749-0622 lf..vc,No): 27525 Valley Center Rd, Suite B ADDRESS: tony@vciainc.com INSURER(S) AFFORDING COVERAGE NAIC# Valley Center CA 92082 INSURER A: OHIO SECURITY INSURANCE CO. 24082 INSURED INSURERB: OHIO SECURITY INSURANCE CO. 24082 Rockwell Construction Services, LLC INSURERC: AMERICAN FIRE AND CASUALTY CO. 24066 31480 Justin Place INSURERD: STATE COMPENSATION INS FUND 35076 INSURER E: HISCOX INS CO INC 10200 Valley Center CA 92082 INSURERF: 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. 'i..rR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMn>olYYYY) (MMJDolYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 >--D CLAIMS-MADE [El OCCUR PREMISES (E~~~nce) $ 300,000 >-- MED EXP (Any one person) $ 15,000 -A y BLS59381377 01/01/2019 01/01/2020 PERSONAL & ADV INJURY $ 1,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-[Elwc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY {Ea accldenti"'"c;Lt LIMI 1 $ 1,000,000 -X ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED B AUTOS ONLY AUTOS y BAS59381377 01/01/2019 01/01/2020 BODILY INJURY (Per accident) $ X HIRED x NON-OWNED (Peraccid~~t)"1v''""" $ AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB ~OCCUR EACH OCCURRENCE $ 4,000,000 -C X EXCESS LIAB CLAIMS-MADE ESA59381377 01/01/2019 01/01/2020 AGGREGATE $ 4,000,000 DED I X I RETENTION $ 10,000 $ WORKERS COMPENSATION XlsrATUTE I lirRn-~ND EMPLOYERS' LIABILITY YIN D 1-\NY PROPRIETOR/PARTNER/EXECUTIVE □ NIA y 9158469-18 05/06/2018 05/06/2019 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 f rs, describe under )I SCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 Each Claim $2,000,000 E Professional Liability URA1071881.18 05/06/2018 05/06/2019 Aggregate $4,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Project: Inspection services for the water and sewer SCADA major upgrades (908130000712 & 909130500722). Certificate Holder is a named Additional Insured per form CG20100413, for Insurer A and per form CA88100113, for Insurer B, Waiver of Subrogation per form 10217, for Insurer D. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Contract Administration AUTHORIZED REPRESENTATIVE 5950 El Camino Real r:.::~-~;;."' _-;.x---/:~--------- 1 Carlsbad, CA 92009 ,::-/ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:BLS59381377 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED .. OWNERS, LESSEES OR CONTRACTORS .. SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): BLANKET 31480 JUSTIN PL VALLEY CENTER, CA 92082 Location(s) Of Covered Operations Any location(S) where you have agreed in a written contract, agreement or permit Information required to complete this Schedule, If not shown above, will be shown In the Declarations. A. Section II • Who Is An Insured is amended to Include as an additional insured the person(s) or organlzatlon(s) shown in the Schedule, but only with respect to liability for "bodily In- jury", "property damage" or "personal and advertising Injury• caused, In whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on _youc.. .. behal.f; In the performance of your ongoing operatons for the additional lnsured(s) at the location(s) designated above. However: 1. The Insurance afforded to such additional Insured only applies to the extent permit- ted by law; and 2. If coverage provided to the additional In- sured Is required by a contract or agree- ment, the Insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such addltional Insured. B. With respect to the Insurance afforded to these additional Insureds, the following addi- tional exclusions apply: This Insurance does not apply to "bodily In- jury" or" property damage" occurring after: 1. All work, Including materials, parts or equipment furnished In connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional lnsured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the Injury or damage arises has been put to Its Intended use by any person or or- ganization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 BAS59381377 COMMERCIAL AUTO CA8810 0113 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. COVERAGE INDEX SUBJECT PROVISION NUMBER ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 3 ACCIDENTAL AIRBAG DEPLOYMENT 12 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 19 AMENDED FELLOW EMPLOYEE EXCLUSION 5 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 13 BROAD FORM INSURED 1 BODILY INJURY REDEFINED 22 EMPLOYEES AS INSUREDS (Including employee hired auto) 2 EXTENDED CANCELLATION CONDITION 23 EXTRA EXPENSE -BROADENED COVERAGE 10 GLASS REPAIR -WAIVER OF DEDUCTIBLE 15 HIRED AUTO PHYSICAL DAMAGE (including employee hired auto and loss of use) 6 HIRED AUTO COVERAGE TERRITORY 20 LOAN / LEASE GAP 14 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 16 PERSONAL EFFECTS COVERAGE 11 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 8 RENTAL REIMBURSEMENT . 9 SUPPLEMENTARY PAYMENTS 4 TOWING AND LABOR 7 TWO OR MORE DEDUCTIBLES 17 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 18 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 20 SECTION II • LIABILITY COVERAGE is amended as follows: 1. BROADFORMINSURED SECTION II -LIABILITY COVERAGE, paragraph A.1 .• WHO IS AN INSURED Is amended to Include the following as an Insured: d. Any legally Incorporated entity of which you own more than 50 percent of the voting stock durtng the policy period. However, "Insured" does not include any organization . that: (1) Is a partnership or joint venture; or (2) Is an Insured under any other automobile policy; or (3) Has exhausted Its Limit of Insurance under any other automobile policy. Paragraph d. (2) of this provision does not apply to a policy written to apply specifically in excess of this policy. e. Any organization you newly acquire or form, other than a partnership or joint venture, of which you own more than 50 percent of the voting stock. This automatic coverage is afforded only for 180 days from the date of acquisition or formation. However, coverage under this provision does not apply: (1) If there is similar Insurance or a self-Insured retention plan available to that organization; ® 2013 Liberty Mutual Insurance CA88100113 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 1 of 7 BAS59381377 (2) If the Limits of Insurance of any other Insurance policy have been exhausted; or (3) To "bodily Injury" or "property damage" that occurred before you acquired or formed the organization. 2. EMPLOYl!ES AS INSUREDS SECTION II -LIABILITY COVERAGE, paragraph A.1. • WHO IS AN INSURED Is amended to Include the following as an Insured: f. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow, but only for acts within the scope of their employment by you. Insurance provided by this endorse- ment Is excess over any other insurance available to any "employee". g. An uemployee" of yours while operating an "auto" hired or borrowed under a written contract or agreement In that "employee's" name, with your permission, while performing duties re- lated to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement Is excess over any other insurance available to the "employee". 3. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II -LIABILITY COVERAGE, paragraph A.1. -WHO IS AN INSURED is amended to Include the following as an Insured: h. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed In a written contract, agreement, or permit Issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "Insured". However, such person or organization Is an "Insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily Injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or agreement, or the permit has been Issued to you; and (3) Only for the duration of that contract, agreement or permit 4. SUPPLEMENTARY PAYMENTS SECTION II -Ll}\BILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, para- graphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of ball bonds (Including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses Incurred by the Insured at our request, Including actual loss of earn- ings up to $500 a day because of time off from work. 5. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow employees are not entitled to the protection afforded to the employer by the workers compensation exclusivity-rule·, or slmllar protection, the following provision Is added: SECTION II -LIABILITY, exclusion B.5. FELLOW EMPLOYEE does not apply if the "bodily Injury" results from the use of a covered "auto" you own or hire. SECTION Ill • PHYSICAL DAMAGE COVERAGE Is amended as follows: 6, HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION 111 -PHYSICAL DAMAGE COVERAGE, Is amended by adding the following: If hired "autos" are covered "autos" for Llabillty Coverage, and If Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or © 2013 Liberty Mutual Insurance CA88100113 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 2 of 7 BAS59381377 b. Your "employee" hires or rents under a written contract or agreement In that "employee's" name, but only If the damage occurs while the vehicle Is being used In the conduct of your business, subject to the following limit and deductible: A. The most we will pay for "loss" In any one "accident" or "loss" Is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. B. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. C. Subject to the limit, deductible and excess provisions described In this provision, we wlll provide coverage equal to the broadest coverage applicable to any covered "auto" you own. D. Subject to a maximum of $1,000 per "accident", we wlll also cover the actual loss of use of the hired •auto" If it results from an "accident", you are legally liable and the lessor Incurs an actual financial loss. E. This coverage extension does not apply to: (1) Any "auto" that Is hired, rented or borrowed with a driver; or (2) Any "auto" that Is hired, rented or borrowed from your "employee". For the purposes of this provision, SECTION V -DEFINITIONS Is amended by adding the following: ''Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. 7. TOWING AND LABOR SECTION Ill -PHYSICAL DAMAGE COVERAGE, paragraph A.2. Towing, Is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" Is dis- abled: a. For private passenger type vehicles, we will pay up to $50 per disablement. b. For "fight trucks", we will pay up to $50 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. 8, .PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a., Coverage Extension of SECTION Ill -PHYSICAL DAMAGE COVERAGE, Is amend- ed to provide a limit of $50 per day and a maximum limit of $1,500 © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 3 of 7 BAS59381377 9. RENTAL REIMBURSEMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. COVERAGE, Is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses Incurred by you for t.he rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages, We will pay only for those expenses Incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement will be based on the rental of a comparable vehicle, which In many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". d. This coverage does not apply unless you have a business necessity that other "autos" avail- able for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we wlll pay under this coverage only that amount of your rental reimbursement expenses which Is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. For the purposes of this endorsement provision, materials and equipment do not Include "personal effects" as defined In provision 11. 10. EXTRA EXPENSE • BROADENED COVERAGE Under SECTION Ill • PHYSICAL DAMAGE COVERAGE, A. COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay Is $1,000, 11. PERSONAL EFFECTS COVERAGE A. SECTION Ill • PHYSICAL DAMAGE COVERAGE, A. COVERAGE, Is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" Is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The Insurance provided under this provision Is excess over any other collectible Insurance. B. SECTION V • DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an insured." "Personal effects" does not include tools, equipment, jewelry, money or securities. 12. -AGCIDENTAL AIRBAG DEPLOYMENT SECTION Ill -PHYSICAL DAMAGE COVERAGE, 8. EXCLUSIONS is amended by adding the follow- ing: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag, Any Insurance we provide shall be excess over any other collectible Insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other cov- erage or warranty, 13. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION Ill • PHYSICAL DAMAGE COVERAGE, B, EXCLUSIONS, exception paragraph a, to exclu- sions 4.c. and 4.d. Is deleted and replaced with the following: © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 4 of 7 BAS59381377 Exclusion 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not designed solely for the reproduction of sound, If the· equipment Is permanently Installed in the covered "auto" at the time of the "loss" and such equipment Is designed to be solely operated by use of the power from the "auto's" electrical system, In or upon the covered "auto" and physical damage coverages are provided for the covered "auto"; or If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 14. LOAN / LEASE GAP COVERAGE A. Paragraph C., LIMIT OF INSURANCE of SECTION Ill -PHYSICAL DAMAGE COVERAGE Is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you In any one "accident" Is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" Is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss", b. Financial penalties imposed under a lease due to high mileage, excessive use or ab- normal wear and tear, c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease, d, Transfer or rollover balances from previous loans or leases, e. Final payment due under a "Balloon Loan", f. The dollar amount of any unrepalred damage which occurred prior to the "total loss" of a covered "auto", g, Security deposits not refunded by a lessor, h. All refunds payable · or paid to you as a result of the early termination of a lease agreement or as a result of the early termination · of any warranty or extended service agreement on a covered "auto", I. Any amount representing taxes, J. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual ~s_h ~a!ue ~~ the time of the _!ass\ __ Th~_ adju_sJmel'!_t __ Is n.9t apellcabl~ In ~exas., B. ADDITIONAL CONDITIONS This coverage applies only to the original loan for which the covered "auto" that Incurred the loss serves as collateral, or lease written on the covered "auto" that incurred the loss. C. SECTION V • DEFINTIONS Is changed by adding the following: As used In this endorsement provision, the following definitions apply: "Total loss" means a "loss" In which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" Is one with periodic payments that are Insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 BAS59381377 15. GLASS REPAIR• WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass Is repaired rather than replaced. 16. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION Ill -PHYSICAL DAMAGE COVERAGE Is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" Is designed to carry while It Is: a. In the charge of an "Insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" ·1s in the charge of any person or organization engaged In the automobile business. 17. TWO OR MORE DEDUCTIBLES Under SECTION Ill PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same accident, the following applies to paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible it will be waived; or b. If the applicable Business Auto deductible Is not the smaller (or smallest) deductible It will be reduced by the amount of the smaller (or smallest) deductible; or c. If the loss involves two or more Business Auto coverage forms or policies the smaller (or smallest) deductible will be waived. For the purpose of this· endorsement company means any company that Is part of the Liberty Mutual Group. SECTION IV • BUSINESS AUTO CONDITIONS ls amended as follows: 18. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS, Paragraph 8.2. is amended by adding the following: If you unintentionally fall to disclose any hazards, exposures or material facts existing as of the Inception date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy_ wllL not be_ prejudiced ... However, you must report the undisclosed hazard of exposure as soon as practicable after Its discovery, and we have the right to collect additional premium for any such hazard or exposure. 19. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.2.a. is replaced In its entirety by the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when It Is known to: 1. You, if you are an Individual; 2. A partner, if you are a partnership; 3. Member, If you are a limited liability company; 4. An executive officer or the "employee" designated by the Named Insured to give such notice, If you are a corporation. © 2013 Liberty Mutual Insurance CA8810 0113 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 6 of 7 BAS59381377 To the extent possible, notice to us should Include: (1) How, when and where the "accident" or "loss" took place; (2) The "insureds" name and address; and (3) The names and addresses of any Injured persons and witnesses. 20. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV -BUSINESS AUTO CONDITIONS, paragraph A.5., Transfer of Rights of Recovery Against Others to Us, Is amended by the addition of the following: If the person or organization has waived those rights before an "accident" or "loss", our rights are waived also. 21. HIRED AUTO COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, paragraph B.7., Policy Period, Coverage Territory, Is amended by the addition of the·followlng: f. For "autos" hired 30 days or less, the coverage territory is anywhere In the world, provided that the insured's responsibility to pay for damages Is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or In a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. SECTION V -DEFINITIONS Is amended as follows: 22. BODILY INJURY REDEFINED Under SECTION V -DEFINTIONS, definition C. Is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental Injury, shock, fright or death resulting from any of these at any time. COMMMON POLICY CONDITIONS 23. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS, paragraph A. -CANCELLATION condition applies except as fol- lows: If we cancel for any reason other than nonpayment of premium, we will mall to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. This provision does not apply In those states which require more than 60 days prior notice of cancella- tion. © 2013 Liberty Mutual Insurance CA 88 10 0113 Includes copyrighted material of Insurance Services Office, Inc., with Its permission, Page 7 of 7 STATE ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY COMPENSATION INSURANCE: FUND 9158469-18 RENEWAL HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME EFFECTIVE MAY 6, 2018 AT 12.01 A.M. AND EXPIRING MAY 6, 2019 AT 12.01 A.M. ROCKWELL CONSTRUCTION SERVICES LLC 31480 JUSTIN PL VALLEY CENTER, CA 92082 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, THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM, SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION SC PAGE NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~~q MAY 8, 2018 PRESIDENT AND CEO SCIF FORM 10217 (REV.7-2014) 1 OF 2572 OLD DP 217 1 TRAN1574 RATIFICATION OF AGREEMENT FOR CONSTRUCTION INSPECTION SERVICES ROCKWELL CONSTRUCTION SERVICES, LLC THLRATIFICATION OF AGREEMENT is made and entered into as of the J"L day of Io~ , 2017, but effective as of the 12th day of April, 2017, by and between the CASBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and ROCKWELL CONSTRUCTION SERVICES, LLC, a California Corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a consultant that is experienced in construction inspection. B. Contractor has the necessary experience in providing professional services and advice related to construction inspection. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD 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 two (2) years from the effective date above written, April 12, 2017. The Executive Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. The retroactive Agreement is ratified. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty-five thousand dollars per Agreement year ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000) per Agreement year. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" General Counsel Approved Version 2/29/16 1 TRAN1574 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 9. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. General Counsel Approved Version 2/29/16 2 TRAN1574 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their 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 CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their 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. 11. 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. 11.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. CMWD, 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 CMWD as an additional insured. 11.1.1 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. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 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 CMWD's satisfaction, a declaration stating this. 11.1.4 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. General Counsel Approved Version 2/29/16 3 TRAN1574 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 CMWD will be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. 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 CMWD 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. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. 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 CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/29/16 4 TRAN1574 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD Name Title Scott Fisher Municipal Projects Manager Carlsbad Municipal Water District Address 1635 Faraday Ave Carlsbad, CA 92008 Phone 760-814-7226 For Contractor Name Title Jim Hudson 31480 Justin Place Address 31480 Justin Place Valley Center, CA 92082 Phone E-mail 760-715-3082 jim.hudson.rcs@gmail.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. 17. 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. 18. 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 that the services required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 CMWD 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 Executive Manager. The Executive 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 General Counsel Approved Version 2/29/16 5 TRAN1574 the Executive 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. 21 TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 22. 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, CMWD 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. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD 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 CMWD, 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 CMWD 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 CMWD to terminate this Agreement. General Counsel Approved Version 2/29/16 6 TRAN1574 24. 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. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD 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 CMWD, which shall not be unreasonably withheld. 26. 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 2/29/16 7 TRAN1574 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ROCKWELL CONSTRUCTION SERVICES, LLC, a California Corporation By: ~ C~-c:::k~-- (sign here) .:::rA.M~ e. ~..1 \ ~a'=>. (print name/title) By: b fl1. '-f-(jz_ (sign he~- CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By /4~ Elaine Lukey / Pu arks Director a authorized by the Executive Manager ·[ h u> M ~ s 1---/4 . l< Le~ .I'\ Sec~ -htru (print name/title) J -, If required by CMWD, 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: General Counsel Approved Version 2/29/16 8 SCOPE OF WORK SCOPE OF WORK AND RATE SCHEDULE Standard Professional Services to include: Exhibit A 1) Construction management and inspection services for various projects, to include Carlsbad Recycled Water Facility, Maerkle Floating Cover Replacement and Transmission Main Replacement, Flow Control Facility 5 (Desai), Reservoir Repair and Maintenance Program, and related CMWD projects involving complex electrical, instrumentation, and control inspection. 2) Act as liaison between the Contractor and the City of Carlsbad Municipal Water District to coordinate final project testing, electrical and instrumentation & control inspection. 3) Document final project testing, electrical and instrumentation & control inspection. 4) Provide oversight for facility start-up activities. 5) Coordinate final review and quality control for all instrumentation & control systems as-builts record drawings. RATE SCHEDULE (Office and Field Activities) $145 (Rate good until 4/25/18) 1. Overnight per diem expenses are $150 per night. 2. Any project that is over a 100 mi (round trip) from San Marcos, CA will be billed based on a 2 hour minimum related to field activities. 3. Drive time not included in the 2 hour minimum above, will be billed at an hourly rate of $72.50. 4. The above rates are all inclusive and include overhead. 5. Should any miscellaneous out of pocket expenses be incurred, the cost will be passed through without mark-up. Project materials will be billed at cost plus 15% mark-up. Billing will be monthly, net 30 days. 9