Loading...
HomeMy WebLinkAboutClark Land Resources Inc; 2021-11-30; PSA22-1662CA30thNovember DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 MASTER AGREEMENT FOR REAL PROPERTY SERVICES CLARK LAND RESOURCES, INC. (Attachment H) PSA22-1662CA THIS AGREEMENT is made and entered into as of the ______ day of _________ , 2021, 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, hereinafter referred to as "CMWD", and Clark Land Resources, Inc., a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of a consulting firm that is experienced in real property field. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to real property. D. Contractor has submitted a proposal to CMWD under Request for Qualifications (RFQ) No. 21-1449CA 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. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from December 1, 2021, through November 30, 2024. The , Executive Manager of CMWD ("Executive Manager'') may amend the Agreement to extend it for one (1) add itional 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. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for General Counsel Approved Version 6/12/18 1 of 10 DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed seventy- five thousand dollars ($75,000) per agreement year. Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of 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. 7. 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. General Counsel Approved Version 6/12/18 2 of 10 DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission 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 CMWD's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the· duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplu1? 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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD 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. 10.1 .1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. General Counsel Approved Version 6/12/18 3 of 10 DocuSign Envelope ID: DC91261 D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA 10.1.4 Professional Liability. Errors and om1ss1ons liability appropriate to Contractor's profession with limits of not less than $1 ,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 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. 10.5 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. 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 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. 13. 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. General Counsel Approved Version 6/12/18 4 of 10 DocuSign Envelope ID: DC912610-0O48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA 14. 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. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD: Name Eleida Felix Yackel Title Senior Contract Administrator Dept Public Works Carlsbad Municipal Water District Address 1635 Faraday Avenue Carlsbad, CA 92008 Phone 760-602-2767 For Contractor: Name Sue Cope Title SR/WA, General Manager Address 9150 Chesapeak Drive, Ste. 190 --------'----------'------- Phone Mobile Email SAN DIEGO, CA 92123 760-758-1562 760-468-3464 sue.cope@clarklandresources.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesQ9 NoD 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 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 General Counsel Approved Version 6/12/18 5 of 10 DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA both parties. The representative rece1v1ng 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 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. 20. 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. 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, 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. 22. 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 General Counsel Approved Version 6/12/18 6 of 10 DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA 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 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 . 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 26. PUBLIC AGENCY CLAUSE Contractor agrees that any public agency as defined by Cal. Gov. Code section 6500, if authorized by its governing body, shall have the option to participate in this contract at the same prices, terms, and conditions. If another public agency chooses to participate, the term shall be for the term of this contract, and shall be contingent upon Contractor's acceptance. Participating public agencies shall be solely responsible for the placing of orders, arranging for delivery and/or services, and making payments to the Contractor. The City of Carlsbad and Carlsbad Municipal Water District shall not be liable, or responsible, for any obligations, including but not limited to financial responsibility, in connection with participation by another public agency. Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 6/12/18 7 of 10 DocuSign Envelope ID: DC91261 D-0D48-4E28-AA6D-DBBBB2089F75 PSA22-1662CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of real property tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Property Appraisals B. Property Acquisition Assistance Requests for work not listed above must be contracted under separate agreement. General Counsel Approved Version 6/12/18 9 of 10 DocuSign Envelope ID: DC91261D-0D48-4E2B-AA6D-DBBBB20B9F75 PSA22-1662CA Due Date: May 28, 2021 EXHIBIT B-SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. Sue Cope, SR/WA Principal in Charge $205.00 2. Mike Flanagan, SR/WA, R/W-NAC Project Manager $195.00 3. Debbie Halpin Contract Administration $160.00 Manager 4. Jim Fishinger, RWA QA/QC and Broker $195.00 5. lain Reilly, RWA, MBA Senior Right of Way Agent $180.00 6. Mike Harris, R/W-NAC Senior Relocation Agent $180.00 7. Gloria Roma Right of Way Agent $145.00 8. Lisa Goss, RWP Right of Way Agent $145.00 9. Kathy Cabanilla Relocation Agent $145.00 10. Jenny Martinez, RWA Title Research/Policies/ $105.00 Clearance 11. Sandra Robinson, RWP Title Research/Policies/ $105.00 Clearance 12. TBD -Right of Way Assistants Right of Way Assistants $90.00 Above rates do not include any Litigation Guarantees or Eminent Domain/Expert Witness Services. SUB-CONSULTANTS NAMEfFIRM TITLE , HOURLY RATE 1. Mark Hendrickson, MAI/Hendrickson Senior Appraiser $205.00 Appraisal Company, Inc. EXPENSES DESCRIPTION COST % MARKUP 1. Mileage IRS allowable rate at time of None mileage used 2. Copy services $.15 cents per page None 3. Preliminary Title Reports $850.00 for standard report Additional costs for additional information. PUBLIC: WORKS-REQUEST FOR QUAUFKATlONS #RFQ21-1449CA 2021 Master Agreement Consultant Services 10 of 10 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/13/2021 ~ 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 Compass Direct Insurance Services, Inc. CONTACT Jeremy Seltzer NAME: 13681 New~ort Ave., Ste 8 #622 PHONE 714-665-9800 I FAX 714-665-9801 fA/C No Extl: (A/C Nol: Tustin, CA 2780 E-MAIL ieremv@cdisi.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# www.cdisi.com License #OH16100 INSURER A: Kinsale Insurance Company 38920 INSURED INSURERB: The Hartford 10448 Clark Land Resources, Inc. INSURER C: United Financial Casualty Company 11770 PO Box 4129 Oceanside CA 92052 INSURER D: Landmark American Insurance Company 33138 INSURER E: NaviQators Insurance Company 42307 INSURER F: COVERAGES CERTIFICATE NUMBER: 62863684 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ,~g}il%~1 ,~g)-J%~1 LTR TYPE OF INSURANCE •••~n l,on,n POLICY NUMBER LIMITS A ...L COMMERCIAL GENERAL LIABILITY I I 0100120012-1 7/3/2021 7/3/2022 EACH OCCURRENCE $1 000 000 ~ CLAIMS-MADE W OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $100 000 ...L Deductible $1,000 MED EXP (Any one person) $0 PERSONAL & ADV INJURY $0 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 Fl □PRO-D Loc PRODUCTS -COMP/OP AGG $0 POLICY JECT OTHER: $ C AUTOMOBILE LIABILITY I I ()3424531-0 3/26/2021 9/26/2021 fE~~~~~d~~trlNGLE LIMIT $1,000,000 f-- ...L ANY AUTO BODILY INJURY (Per person) $ OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ f--HIRED -NON-OWNED iP~~~;c~J.,";ifiAMAGE ...L AUTOS ONLY ,_L AUTOS ONLY $ $ D ...L UMBRELLA LIAB H OCCUR I I LHZ843562 7/3/2021 7/3/2022 EACH OCCURRENCE $8 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $8 000 000 DED I I RETENTION$ $ B WORKERS COMPENSATION I 72 WBC ADOYGU 7/3/2021 7/3/2022 I PER I I OTH- AND EMPLOYERS' LIABILITY / STATUTE ER Y/N ANYPROPRIETOR/PARTN ER/EXECUTIVE [TI E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1 000 000 If yes, describe under $1 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT E Professional Liability CE21 MPLZ05LQVIC 7/3/2021 7/3/2022 5,000,000 Each 0cc / 5,000,000 Gen Ag E Personal & Adv Injury CE21 MPLZ05LQVIC 7/3/2021 7/3/2022 E Products-Comp/Ops Agg CE21 MPLZ05LQVIC 7/3/2021 7/3/2022 Deductible $10 000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services are named as additional insured as per the attached endorsements with respects to the operations of the names insured as per contract. 30 days notice of cancellation. 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. PO BOX 947 Murrieta CA 92564 AUTHORIZED REPRESENTATIVE ~-~ I Jeremy Seltzer © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 62863684 I 21/22 GLAU UMB WC Nina Lautenschl ager I 7/13/2021 1:33 :44 PM (PDT) I Page 1 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -EXCLUDING PRODUCTS/COMPLETED OPERATIONS Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100120012-1 07/03/2021 Clark Land Resources, Inc. I This endorsement modifies insurance P,rovided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required to include as an Additional Insured on this Policy by written contract in effect during the policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage", but only for the vicarious liability imposed on the Additional Insured provided that such liability is caused by the sole negligent conduct of the Named Insured. However: 1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and 2. Wil l not be broader than that which you are required by the written contract to provide for such Additional Insured. B. The insurance provided to the Additional Insured under this endorsement is limited as follows: 1. This insurance does not apply to "bodily injury" or "property damage" arising out of "your work" or "your product" included in the "products-completed operations hazard." 2. Any insurance provided by this endorsement to an Additional Insured shal l be excess over any other valid and collectible insurance available to the Additional Insured whether primary, excess, contingent or on any other basis unless a written contract specifically requires that this insurance apply on a primary or primary and noncontributory basis. 3. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured. 4. This insurance does not apply to "bodily injury" or "property damage "arising out of the sole negligence of the Additional Insured or any employees of the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Ill -LIMITS OF INSURANCE : The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CAS5015 0420 63034622 I 21/22 GL AU UMB WC I Nina Laut enschlager I 7/26/2021 10: 20: 52 AM (PDT) I Page 2 of 9 Page 1 of 2 D. Duties of the Additional Insured in the event of "occurrence", claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence", a claim which is made or a "suit", to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CASS0lS 0420 Page 2 of 2 63034622 I 21/22 GL AU 0MB WC I Nina Lautenschlager I 7/26/2021 10 , 20, 52 AM (PDT) I Page 3 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -MANAGERS OR LESSORS OF PREMISES Attached To and Forming Part of Policy Effective Date of Endorsement Named Insured 0100120012-1 07/03/2021 Clark Land Resources, Inc. I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but: 1. Only if such written contract was executed prior to the "bodily injury" or "property damage" and is in effect at the time the "bodily injury" or "property damage" occurs; and 2. Only with respect to such person or organization's vicarious liability for "bodily injury" or "property damage" as manager or lessor of that part of the premises leased to you; and 3. Solely for liability caused by the ownership, maintenance or use of that part of the premises leased to you by such person or organization. However: 1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured. B. With respect to the insurance afforded to the Additio~al Insured, the following additional exclusions apply: 1. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises; b. Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured; or c. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The sole negligence of the Additional Insured or any employees of the Additional Insured; or (2) Any obligation of the Additional Insured to indemnify another because of damages arising out of such injury or damage. 2. Where there is no duty to defend the Named Insured, there is no duty to defend the Additional Insured. Where there is no duty to indemnify the Named Insured, there is no duty to indemnify the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or CAS5017 0420 63034622 I 21/22 GLAU UMB WC [ Nina Lautenschlager I 7/26/2021 10:20:52 AM {PDT) I Page 4 of 9 Page 1 of 2 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. D. Duties of the Additional Insured in the event of an "occurrence", offense, claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence", an offense which may result in a claim, a claim which is made, or, a "suit" to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS50 17 0420 Page 2 of 2 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager I 7/26/2021 10,20,52 AM (PDT) I Page S of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT -MORTGAGEE, ASSIGNEE, OR RECEIVER Attached To and Forming Part of Policy Effective Date of Endorsement 0100120012-1 07/03/2021 I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE Named Insured Clark Land Resources, Inc. A. SECTION II -WHO IS AN INSURED is amended to include any person or organization you are required by written contract to add as an Additional Insured on this Policy, but: 1. Only if such written contract was executed prior to the "bodily injury" or "property damage" and is in effect at the time the "bodily injury" or "property damage" occurs; and 2. Only with respect to such person or organization's vicarious liability for "bodily injury" or "property damage" as mortgagee, assignee, or receiver; and 3. Solely for liability caused by the ownership, maintenance or use of the premises by you and for which such person or organization is mortgagee, assignee, or receiver. However: 1. The insurance afforded to such Additional Insured only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract to provide for such Additional Insured. B. With respect to the insurance afforded to the Additional Insured, the following additional exclusion applies: 1. This insurance does not apply to any structural alterations, new construction or demolition operations performed by or for the Additional Insured. C. With respect to the insurance afforded to the Additional Insured, the following is added to SECTION Ill -LIMITS OF INSURANCE: The most we will pay on behalf of the Additional Insured is the amount of insurance: 1. Required by the written contract; or 2. Avai lable under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CAS5016 0420 Page 1 of 2 63034622 I 21/22 GLAU UMB WC I Nina Lautenschlager I 7/26/2021 10:20 :52 AM (PDT ) I Page 6 of 9 D. Duties of the Additional Insured in the event of an "occurrence", claim or "suit": 1. The Additional Insured must promptly give notice of an "occurrence" which may result in a claim, a claim which is made, or, a "suit" to any other insurer which has insurance for a loss to which this insurance may apply. 2. The Additional Insured must promptly tender the defense of any claim made or "suit" to any other insurer which also issued insurance to the Additional Insured as a Named Insured or to which the Additional Insured may qualify as an Additional Insured for a loss to which this insurance may apply. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS5016 0420 Page 2 of 2 63034622 I 21 /22 GL AU UMB we I Nina Lautenschlager I 7/26/2021 10 , 20, 52 AM (PDT) I Page 7 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US-BLANKET Attached To and Forming Part of Policy Effective Date of Endorsement 0100120012-1 07/03/2021 Additional Premium: I Return Premium: $0 $0 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE Named Insured Clark Land Resources, Inc. SECTION IV -CONDITIONS, 8. Transfer of Rights of Recovery against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against persons or organizations because of payments we make for injury or damage arising out of "your work" done under a written contract with that person or organization wherein you have agreed to provide this waiver. ALL OTHER TERMS AND CONDITIONS OF THE PO LICY RE MAIN UNCHANGED. CAS4002 0110 Page 1 of 1 63034622 I 21/22 GLAU UMB WC I Nina Lautenschl ager I 7/26/2021 1 0 ,20,52 AM (PDT) I Page 8 o f 9