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Chang Consultants; 2016-11-28; GS1485
GS1485 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR ENGINEERING SERVICES CHANG CONSULTANTS This Amendment No. 4 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated November 28, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”) for general easement maintenance. RECITALS A. On November 16, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of one (1) year; and B. On October 26, 2018, the Parties executed Amendment No. 2 to the Agreement to extend and fund the Agreement for a period of one (1) year; and C. On November 14, 2019, the Parties executed Amendment No. 3 to the Agreement to extend and fund the Agreement for a period of one (1) year; and D. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 27, 2021, on a time and materials basis not-to-exceed ten thousand dollars ($10,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: 2BA65C25-E6D3-4831-8E99-0B5323FE76E1 16th November GS1485 City Attorney Approved Version 1/30/13 2 4. 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, CHANG CONSULTANTS, a sole proprietorship CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Wayne Chang, Sole Proprietor-Principal (print name/title) By: (sign here) (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: 2BA65C25-E6D3-4831-8E99-0B5323FE76E1 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/11/2019 Cavignac & Associates450 B Street, Suite 1800San Diego CA 92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property Casualty Company of America 25674 CHANCON-01 XL Specialty Company 37885Chang ConsultantsP.O. Box 9496Rancho Santa Fe CA 92067-4496 708641844 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 X Separation of In 2,000,000 4,000,000 X X Y 6805H70002A 12/31/2019 12/31/2020 4,000,000 A Included XX X Inc in GL X NoOwnedAutos 6805H70002A 12/31/2019 12/31/2020 B Professional Liability DPS9953010 12/31/2019 12/31/2022 Each ClaimAggregate $2,000,000$2,000,000 Re: Agreement Number: UTIL1657. Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. Professional Liability -Claims made form, defense costs included within limit. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpaymentof premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York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olicy Number: 6805H70002A Policy Number: 6805H70002A GS1485 City Attorney Approved Version 1/30/13 1 AMENDMENT NO.3 TO EXTEND AND AMEND THE AGREEMENT FOR ENGINEERING SERVICES CHANG CONSULTANTS This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2019, extending the agreement dated November 28, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”) for general easement maintenance. RECITALS A. On November 16, 2017, the Parties executed Amendment No. 1 to the Agreement to extend and fund the Agreement for a period of one (1) year; and B. On October 26, 2018, the Parties executed Amendment No. 2 to the Agreement to extend and fund the Agreement for a period of one (1) year; and C. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 28, 2020, on a time and materials basis not-to-exceed ten thousand dollars ($10,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: 6033A92F-02DF-4760-BDC5-18C4E7639A5C 14th November GS1485 City Attorney Approved Version 1/30/13 2 4. 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, CHANG CONSULTANTS, a sole proprietorship CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Wayne Chang, Sole Proprietor- Principal (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: 6033A92F-02DF-4760-BDC5-18C4E7639A5C The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/23/2018 Cavignac &Associates450BStreet,Suite 1800SanDiegoCA92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Travelers Property &Casualty Company of America 25674 CHANCON-01 XL Specialty Company 37885ChangConsultantsP.O.Box 9496RanchoSantaFe CA 92067-4496 1062290317 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 X Separation of In 2,000,000 4,000,000 X X Y 6805H70002A 12/31/2018 12/31/2019 4,000,000 A Included XX X Incin GL X NoOwnedAutos 6805H70002A 12/31/2018 12/31/2019 B ProfessionalLiability DPS9909475 12/31/2016 12/31/2019 Each ClaimAggregate $2,000,000$2,000,000 Re:Agreement Number:UTIL1657.Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form.Professional Liability -Claims made form,defense costs included within limit.If the insurance company elects to cancel or non-renew coverage for any reason other than nonpaymentofpremiumCavignac&Associates will provide 30 days notice of such cancellation or nonrenewal. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 4EKI SJ'+8 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= '+( 38,)6-2796%2')%((-8-32%0-2796)(746-1%6=%2(232'3286-&9836= ;-8,6)74)'883')68%-238,)6-2796%2') 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= 38,)6-2796%2')%((-8-32%0-2796)(746-1%6=%2(232'3286-&9836=;-8, 6)74)'883')68%-238,)6-2796%2') 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 8LIJSPPS[MRKMWEHHIHXS4EVEKVETLE4VMQEV]-RWYVERGISJ 7)'8-32-:'311)6'-%0+)2)6%00-%&-0-8='32(-8-327 ,S[IZIVMJ]SYWTIGMJMGEPP]EKVIIMRE[VMXXIRGSRXVEGXSVEKVIIQIRX XLEXXLIMRWYVERGIEJJSVHIHXSEREHHMXMSREPMRWYVIHYRHIVXLMW'SZIVEKI 4EVXQYWXETTP]SRETVMQEV]FEWMWSVETVMQEV]ERHRSRGSRXVMFYXSV] FEWMWXLMWMRWYVERGIMWTVMQEV]XSSXLIVMRWYVERGIXLEXMWEZEMPEFPIXS WYGLEHHMXMSREPMRWYVIH[LMGLGSZIVWWYGLEHHMXMSREPMRWYVIHEWEREQIH MRWYVIHERH[I[MPPRSXWLEVI[MXLXLEXSXLIVMRWYVERGITVSZMHIHXLEX 8LIFSHMP]MRNYV]SVTVSTIVX]HEQEKIJSV[LMGLGSZIVEKIMW WSYKLXMWGEYWIHF]ERSGGYVVIRGIXLEXXEOIWTPEGI ERH 8LITIVWSREPMRNYV]SVEHZIVXMWMRKMRNYV]JSV[LMGLGSZIVEKI MWWSYKLXEVMWIWSYXSJERSJJIRWIXLEXMWGSQQMXXIH WYFWIUYIRXXSXLI WMKRMRKERHI\IGYXMSRSJXLEXGSRXVEGXSVEKVIIQIRXF]]SY '+( 8LI8VEZIPIVW'SQTERMIW-RG -779)(%8) +)2)6%0496437))2(367)1)28430-'=291&)6 3**-')4%' 6805H70002A 4EKI SJ'+8 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= '+ ;%-:)63*86%27*)63*6-+,873*6)'3:)6=%+%-27838,)678397 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= ;%-:)63*86%27*)63*6-+,873*6)'3:)6=%+%-27838,)678397 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 7',)(90) 2EQISJ4IVWSRSV3VKERM^EXMSR %R]TIVWSRSVSVKERM^EXMSRXLEX]SYLEZIEKVIIHMRE[VMXXIRGSRXVEGXSV EKVIIQIRXXS[EMZI]SYVVMKLXSJVIGSZIV]EKEMRWXFYXSRP]JSVTE]QIRXW [IQEOIFIGEYWISJ &SHMP]MRNYV]SVTVSTIVX]HEQEKIXLEXSGGYVW SV 4IVWSREPMRNYV]SVEHZIVXMWMRKMRNYV]GEYWIHF]ERSJJIRWI GSQQMXXIH EJXIV]SYLEZII\IGYXIHXLEXGSRXVEGXSVEKVIIQIRX -JRSIRXV]ETTIEVWEFSZIMRJSVQEXMSRVIUYMVIHXSGSQTPIXIXLMW IRHSVWIQIRX[MPPFIWLS[RMRXLI(IGPEVEXMSRWEWETTPMGEFPIXSXLMW IRHSVWIQIRX 8LI86%27*)63*6-+,873*6)'3:)6=%+%-27838,)678397'SRHMXMSR 7IGXMSR-:'311)6'-%0+)2)6%00-%&-0-8='32(-8-327 MWEQIRHIHF]XLI EHHMXMSRSJXLIJSPPS[MRK ;I[EMZIER]VMKLXSJVIGSZIV][IQE]LEZIEKEMRWXXLITIVWSRSV SVKERM^EXMSRWLS[RMRXLI7GLIHYPIEFSZIFIGEYWISJTE]QIRXW[IQEOIJSV MRNYV]SVHEQEKIEVMWMRKSYXSJ]SYVSRKSMRKSTIVEXMSRWSV]SYV[SVO HSRIYRHIVEGSRXVEGX[MXLXLEXTIVWSRSVSVKERM^EXMSRERHMRGPYHIHMR XLITVSHYGXWGSQTPIXIHSTIVEXMSRWLE^EVHW8LMW[EMZIVETTPMIWSRP]XS XLITIVWSRSVSVKERM^EXMSRWLS[RMRXLI7GLIHYPIEFSZI '+ -779)(%8) +)2)6%0496437))2(367)1)28430-'=291&)6 3**-')4%' 6805H70002A 4EKI SJ'+8 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= '+ ;%-:)63*86%27*)63*6-+,873*6)'3:)6=%+%-27838,)678397 'ST]VMKLX-RWYVERGI7IVZMGIW3JJMGI-RG 4EKISJ -779)(%8) +)2)6%0496437))2(367)1)28430-'=291&)6 3**-')4%' 6805H70002A -779)(%8) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= +)2)6%0496437))2(367)1)28430-'=291&)6 '+ %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 '3140)8)(34)6%8-327 3**-')4%' 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= %((-8-32%0-2796)(3;2)670)77))736'3286%'8367'3140)8)(34)6%8-327 8,-7)2(367)1)2813(-*-)7-2796%2')463:-()(92()68,)*3003;-2+ '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 7',)(90) 2%1)73*%((-8-32%0-2796)(4)6732 7 3636+%2->%8-32 7 %R]TIVWSRSVSVKERM^EXMSRXLEX]SYEKVIIMRE[VMXXIRGSRXVEGXXS MRGPYHIEWEREHHMXMSREPMRWYVIHSRXLMW'SZIVEKI4EVXJSVFSHMP] MRNYV]SVTVSTIVX]HEQEKIMRGPYHIHMRXLITVSHYGXWGSQTPIXIH STIVEXMSRWLE^EVHTVSZMHIHXLEXWYGLGSRXVEGX[EWWMKRIHERHI\IGYXIHF] ]SYFIJSVIERHMWMRIJJIGX[LIRXLIFSHMP]MRNYV]SVTVSTIVX] HEQEKISGGYVW 03'%8-32%2(()7'6-48-323*'3140)8)(34)6%8-327 %R]TVSNIGXXS[LMGLE [VMXXIRGSRXVEGX[MXLXLI%HHMXMSREP-RWYVIH4IVWSR W SV3VKERM^EXMSR W MRXLI7GLIHYPIETTPMIW -2*361%8-326)59-6)(83'3140)8)8,-77',)(90)-*2387,3;2%&3:);-00 &)7,3;2-28,)()'0%6%8-327 %7)'8-32--;,3-7%2-2796)(-7%1)2()(83-2'09()%7%2%((-8-32%0 -2796)(8,)4)6732 7 3636+%2->%8-32 7 7,3;2-28,)7',)(90)&98320= ;-8,6)74)'8830-%&-0-8=*36&3(-0=-2.96=4634)68=(%1%+)'%97)( -2;,30)36-24%68&==396;36/%88,)03'%8-32()7-+2%8)(%2( ()7'6-&)(-28,)7',)(90)3*8,-7)2(367)1)284)6*361)(*368,%8 %((-8-32%0-2796)(%2(-2'09()(-28,)463(9'87'3140)8)(34)6%8-327 ,%>%6( '+ 4EKI SJ'+8 6805H70002A 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= +)2)6%0496437))2(367)1)28430-'=291&)6 '+ %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 '3140)8)(34)6%8-327 3**-')4%' 'ST]VMKLX-734VSTIVXMIW-RG 4EKI SJ'+8 6805H70002A -779)(%8) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= +)2)6%0496437))2(367)1)28430-'=291&)6 '+( %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 7',)(90)(4)67323636+%2->%8-32 3**-')4%' 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 7',)(90)(4)67323636+%2->%8-32 8,-7)2(367)1)2813(-*-)7-2796%2')463:-()(92()68,)*3003;-2+ '311)6'-%0+)2)6%00-%&-0-8='3:)6%+)4%68 7',)(90) 2%1)73*%((-8-32%0-2796)(4)6732 7 3636+%2->%8-32 7 %R]TIVWSRSVSVKERM^EXMSRXLEX]SYEKVIIMRE[VMXXIRGSRXVEGXXS MRGPYHIEWEREHHMXMSREPMRWYVIHSRXLMW'SZIVEKI4EVXTVSZMHIHXLEX WYGL[VMXXIRGSRXVEGX[EWWMKRIHERHI\IGYXIHF]]SYFIJSVIERHMWMR IJJIGX[LIRXLIFSHMP]MRNYV]SVTVSTIVX]HEQEKISGGYVWSVXLI TIVWSREPMRNYV]SVEHZIVXMWMRKMRNYV]SJJIRWIMWGSQQMXXIH 03'%8-323*'3:)6)(34)6%8-327 %R]TVSNIGXXS[LMGLE[VMXXIRGSRXVEGX[MXLXLI%HHMXMSREP-RWYVIH 4IVWSR W SV3VKERM^EXMSR W MRXLI7GLIHYPIETTPMIW -2*361%8-326)59-6)(83'3140)8)8,-77',)(90)-*2387,3;2%&3:);-00 &)7,3;2-28,)()'0%6%8-327 %7)'8-32--;,3-7%2-2796)(-7%1)2()(83-2'09()%7%2 %((-8-32%0-2796)(8,)4)6732 7 3636+%2->%8-32 7 7,3;2-28,)7',)(90) &98320=;-8,6)74)'8830-%&-0-8=*36&3(-0=-2.96=4634)68= (%1%+)4)6732%0-2.96=36%(:)68-7-2+-2.96='%97)(-2;,30)36-2 4%68&= =396%'873631-77-327 36 8,)%'873631-77-3273*8,37)%'8-2+32=396&),%0* -28,) 4)6*361%2')3*=39632+3-2+34)6%8-327*368,)%((-8-32%0-2796)( 7 %8 8,)03'%8-32 7 ()7-+2%8)(%&3:) &;-8,6)74)'8838,)-2796%2')%**36()(838,)7)%((-8-32%0-2796)( 4EKI SJ'+8 6805H70002A -779)(%8) 8LMWIRHSVWIQIRXQSHMJMIWMRWYVERGITVSZMHIHYRHIVXLIJSPPS[MRK 8,-7)2(367)1)28',%2+)78,)430-'=40)%7)6)%(-8'%6)*900= +)2)6%0496437))2(367)1)28430-'=291&)6 '+( %((-8-32%0-2796)(3;2)670)77))736'3286%'8367 7',)(90)(4)67323636+%2->%8-32 3**-')4%' 8,)*3003;-2+%((-8-32%0)<'097-327%440= 8,-7-2796)((3)7238%440=83 &3(-0=-2.96=364634)68=(%1%+)3''966-2+364)6732%0-2.96=36 %(:)68-7-2+-2.96=%6-7-2+3983*%23**)27)'311-88)(%*8)6 %00;36/-2'09(-2+1%8)6-%074%68736)59-41)28*962-7,)(-2 '322)'8-32;-8,79',;36/328,)463.)'8 38,)68,%27)6:-') 1%-28)2%2')366)4%-67 83&)4)6*361)(&=3632&),%0*3*8,)%((-8-32%0 -2796)( 7 %88,)03'%8-323*8,)'3:)6)(34)6%8-327,%7&))2'3140)8)( 36 8,%84368-323*=396;36/3983*;,-',8,)-2.96=36(%1%+)%6-7)7 ,%7&))249883-87-28)2()(97)&=%2=4)67323636+%2->%8-3238,)68,%2 %238,)6'3286%'8363679&'3286%'836)2+%+)(-24)6*361-2+34)6%8-327*36 %46-2'-4%0%7%4%683*8,)7%1)463.)'8 '+( 'ST]VMKLX8LI7X4EYP8VEZIPIVW'SQTERMIW-RG%PPVMKLXW VIWIVZIH -RGPYHIWGST]VMKLXIHQEXIVMEPSJ-RWYVERGI7IVZMGIW3JJMGI-RG[MXLMXW TIVQMWWMSR 4EKI SJ'+8 6805H70002A GS1485 City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR ENGINEERING SERVICES CHANG CONSULTANTS This Amendment No. 2 is entered into and effective as of the ______ day of ______________________________, 2018, extending and amending the agreement dated November 28, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Chang Consultants, a sole proprietorship, (“Contractor") (collectively, the “Parties”) for general easement maintenance. RECITALS A. On November 16, 2017, the Parties executed Amendment No. 1, to the Agreement to extend and fund the Agreement for a period of one (1) year. B. The Parties desire to alter the Agreement’s scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 28, 2019, on a time and materials basis not-to-exceed ten thousand dollars ($10,000). 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 Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 91747F94-B72E-4EC0-B7C5-A8480AA3B887 October 26th GS1485 City Attorney Approved Version 9/27/16 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, CHANG CONSULTANTS, a sole proprietorship CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Public Works Director as authorized by the City Manager Wayne Chang, Sole Proprietor-Principal (print name/title) By: (sign here) (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: 91747F94-B72E-4EC0-B7C5-A8480AA3B887 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ENGINEERING SERVICES CHANG CONSULTANTS GS1485 '-fl This Amendment No. 1 is entered into and effective as of the //o +±tray of ~ , 2017, extending and amending the agreement dated November 28, 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Chang Consultants, a sole proprietorship, ("Contractor") (collectively, the "Parties") for general easement maintenance. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one ( 1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 28, 2018, on a time and materials basis not-to-exceed ten thousand dollars ($10,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 GS1485 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 CHANG CONSULTANTS, a sole proprietorship /,~) By: / / '/ t {fl,~· l( l. -~ ' (sign here) l,/ Wayne W. Chang, Principal (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California arks Director If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _M __ t""~-~----- beputy City Attorney City Attorney Approved Version 1 /30/13 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 9/1/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Certificate Department NAME: Cavignac & Associates ;4~~N,-Tn c-"· 619-744-0574 I ~t~ .. n,-619-234-8601 450 B Street, Suite 1800 ~~nA~~cc. Certificates@cavignaC.COm San Diego CA 92101 INSURER!Sl AFFORDING COVERAGE NAIC# INsuRER A ,XL Specialty Company INSURED CHANCON-01 INSURER B: Travelers Property & Casualty Com pa 25674 Chang Consultants INSURERC: P.O. Box 9496 Rancho Santa Fe CA 92067-4496 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER 862524672 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AUUL SUBK POLICY EFF ,~2~i!i%~, LIMITS LTR INSD WVD POLICY NUMBER !MM/DD/YYYYl B X COMMERCIAL GENERAL LIABILITY y 6805H70002A 12/31/2016 12/31/2017 EACH OCCURRENCE $2,000,000 -D CLAIMS-MADE Q OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence) $1,000,000 X Contractual Liab MED EXP (Any one person) $10,000 ~ Se12aration of In PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 9 0PRO-~LOC PRODUCTS -COMP/OP AGG $4,000,000 POLICY JECT OTHER: $ / B AUTOMOBILE LIABILITY 6805H70002A 12/31/2016 f-------- 12/31/2017 /E',;'~BINED ""'"'LE LIMI I accidentl $Included / ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ ~ -NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ -X Inc in GL X NoOwnedAutos $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I ~~fTUTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liability DPS9909475 12/31/2016 12/31/2019 Each 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) Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD per policy form. If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or nonrenewal. Professional Liability -Claims made form, defense costs included within limit CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 -ECM #35050 New York NY 10163-4668 AUTHORIZED REPRESENTATIVE I ~ L, © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD / Policy Number 6805H70002A COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization: or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your ½Ork" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for 'Mlich coverage is sought occurs: and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CGD3810915 ©2015 The Travelers Indemnity Company. Alf rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract: b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG 03 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission AGREEMENT FOR ENGINEERING SERVICES CHANG CONSULTANTS GS1485 , \ THIS J\GREEMENT is made and entered into as of the ~ day of IV0tte./lt£XR, , 2016, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and CHANG CONSULTANTS, a sole proprietorship, ("Contractor"). RECITALS A. The City requires services of a professional engineer who is experienced in obtaining resource agency permits for general easement maintenance. B. Contractor has the necessary experience in providing professional services and advice related to professional engineering and obtaining resource agency permits for general easement maintenance. 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 City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof in an amount not to exceed ten thousand dollars ($1 0,000.00) per Agreement year. 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. 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 done on a time and material/hourly basis. Not to exceed ten thousand dollars ($1 0,000.00). 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 ten thousand dollars ($1 0,000.00) per Agreement year. The City reserves the right to City Attorney Approved Version 4/1/15 GS1485 withhold a ten percent (10°/o) retention until City has accepted the work and/or Services 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. 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 City Attorney Approved Version 4/1/15 2 GS1485 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. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 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: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 4/1/15 3 GS1485 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 Dan Goggin Sr. Storm-Water Specialist Title QSP.CESSWI CPMSM Department Public Works City of Carlsbad Address 405 OAK Ave. Carlsbad, CA 92008 Phone No. 760-434-2980 4 For Contractor Name Wayne Chang Title Sole Proprietor-Principal Address Po Box 9496 Rancho Santa Fe, CA 92067 Phone No. 858-692-0760 Email wayne@changconsultants.com City Attorney Approved Version 4/1/15 GS1485 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work City Attorney Approved Version 4/1/15 5 GS1485 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 GS1485 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. CONTRACTOR CHANG CONSULTANTS, a sole proprietorship By: We;ync~ W. Chang Sole Proprietor-Principal (print name/title) (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Elaine Lukey I ctmg Public Works Director as authorized by the City Manager 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 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secreta1y under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: C<6L/~ Deputy City Attorney City Attorney Approved Version 4/1/15 7 GS1485 EXHIBIT "A" SCOPE OF SERVICES 1. Research scope, initial site visits and all necessary calls to resource agency personnel, prepare drafts for meetings with city staff. 2. Acquire latest applications for USACE 404 (Nationwide Permit); CDFW 1600; RWQCB 401; for necessary permitting; for general easement maintenance and cleaning of concrete lined channels; from resource agencies. 3. Current sites to be addressed are Tamarack and Kelly concrete lined channels. Tamarack Channel is on the north side of Tamarack Avenue between Pontiac Drive and 2400 Tamarack Avenue Kelly Channel is on the east side of Kelly Drive between Hillside Drive and Park Drive. Other sites as needed. 4. Complete applications, calculate fees, and process the request. 5. Prepare supplemental exhibits to accompany applications, including simple construction plans, cross-sections and city maps. Take photographs as needed; obtain all needed city signatures; and keep copies on file. Submit all to resource agencies. 6. Follow-up with resource agencies, expedite processing to the maximum extent possible. Provide additional information as requested by agencies and city. Meet with resource agencies on-site or in their offices as needed. Hand carry submittals/permits if necessary to expedite. 7. Address all items outside the originally anticipated scope of services based on requests by the resource agencies or city project manager. Provide related out of scope services as requested by city staff. 8. All work to be done on a time and material/hourly basis. Not to exceed ten thousand dollars $10,000 per agreement term. City Attorney Approved Version 4/1/15 8 Civil EngineeringoHydrologyoHydraulicsoSedimentation P.O. Box 9496 Rancho Santa Fe, CA 92067-4496 T: 858.692.0760 F: 858.832.1402 wayne@changconsultants.com Engineering Rate Sheet (January 1, 2016 through December 31, 2017) Description Civil Engineering (Wayne W. Chang) Plotting Additional Expenses Rate $145.00 per hour $6.00 per sheet At Cost