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HomeMy WebLinkAboutIMEG Consultants Corp dba CSC; 2023-10-17; PSA22-1619CAPSA22-1619CA 1 City Attorney Approved 09/11/23 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR MASTER AGREEMENT MECHANICAL/PLUMBING ENGINEERING SERVICES THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of ______________ 2023, by and between the City of Carlsbad, a California charter city (“City”), and IMEG Corp., a Delaware corporation, (“Assignor”) and IMEG Consultants Corp., a New York corporation d.b.a. CSC – Lawyers Incorporating Serv. in the State of California (“Assignee”), and is made with reference to the following facts: RECITALS A.On November 30, 2021, the City and Assignor entered into that certain Master Agreement for Professional Services Agreement concerning mechanical and plumbing engineering services (the “Agreement”). B.Section 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C.On April 11, 2023, Assignor filed a Certificate of Surrender with the State of California (FBN# 20230601979) terminating IMEG Corp., a Delaware corporation. D.On February 27, 2023, Assignee filed a Statement of Information with the State of California (FBN# 20230330706) registering IMEG Consultants Corp., a New York corporation, under which Assignor will conduct business in the State of California as CSC – Lawyers Incorporating Serv. E.Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1.Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 2.Assumption. Assignee hereby assumes all of Assignor’s rights and obligations as set forth in the Agreement. 3.City Consent. City hereby agrees and consents to the assignment of all of Assignor’s rights and obligations, duties, liabilities and obligations as set forth in the Agreement to Assignee. 4.General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officials (appointed and elected), officers and employees (each an “Indemnified Party”), harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys’ DocuSign Envelope ID: 294DBB83-0DDA-432C-B11F-FF091EC11DD8 October17th PSA22-1619CA 2 City Attorney Approved 09/11/23 fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: IMEG Corp. 623 26th Ave Rock Island, IL 61201 (Principal Address) Assignee: IMEG Consultants Corp., a New York corporation d.b.a. CSC – Lawyers Incorporating Serv. in the State of California 623 26th Ave Rock Island, IL 61201 (Principal Address) 4.7 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee. DocuSign Envelope ID: 294DBB83-0DDA-432C-B11F-FF091EC11DD8 PSA22-1619CA 3 City Attorney Approved 09/11/23 4.8 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.9 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. [signatures on following page] DocuSign Envelope ID: 294DBB83-0DDA-432C-B11F-FF091EC11DD8 PSA22-1619CA 4 City Attorney Approved 09/11/23 ASSIGNOR: IMEG Corp., a Delaware Corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick City Manager Paul VanDuyne, President (print name/title) Attest: ASSIGNEE: IMEG Consultants Corp., a New York corporation, d.b.a. CSC – Lawyers Incorporating Serv. in the State of California for Sherry Freisinger City Clerk By: (sign here) Paul VanDuyne, President (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. 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: CINDIE K. McMAHON, City Attorney By: _____________________________ Deputy City Attorney DocuSign Envelope ID: 294DBB83-0DDA-432C-B11F-FF091EC11DD8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Name of Additional Insured Person(s) or Organization(s): Any persons or organizations as required in a written contract or agreement to provide additional insured status except where such requirement is prohibited by law. Location(s) of Covered Operations: All locations as required by written contract, agreement or permit to provide additional insured coverage for completed operations. Name of Additional Insured Person(s) or Organization(s): Any persons or organizations as required in a written contract or agreement to provide additional insured status except where such requirement is prohibited by law Location(s) of Covered Operations: All locations as required by written contract, agreement or permit 30thNovember DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 (Attachment AF) PSA22-1619CA MASTER AGREEMENT FOR MECHANICAL/PLUMBING ENGINEERING SERVICES IMEG CORP. THIS AGREEMENT is made and entered into as of the ______ day of ________ , 2021 , by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and IMEG Corp., a Delaware corporation, hereinafter referred to as "Contractor." RECITALS A. City requires the professional services of a consulting firm that is experienced in the mechanical/plumbing engineering 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 mechanical/plumbing engineering . D. Contractor has submitted a proposal to City 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, 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. 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 City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by City and be completed within the time specified 1 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the City Manager or the Division Director as authorized by the City Manager ("Director"). The City Manager or Director 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 City 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 three hundred thousand dollars ($300,000) per Agreement term. Fees will be paid on a project-by- project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, City shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for City, the City Manager or Director, 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 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. 2 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, Losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any 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 City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X''; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (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. The limits for Commercial General Liability can be achieved through a combination of primary and excess or umbrella liability insurance, provided that such coverage will result in the same or greater coverage as the coverage required under this Section. 10.1.2 Automobile Liability. (if the use of an automobile, is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 3 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 I PSA22-1619CA 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at 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 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. 4 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA 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 are: For City: For Contractor: Name Eleida Felix Yackel Name David Rosenberger Title Senior Contract Administrator Title Client Executive, Branch Manager Dept Public Works Address 10920 Via Frontera, Suite 200 CITY OF CARLSBAD San Diego, CA 92127 Address 1635 Faraday Avenue Phone 858-368-3420 Carlsbad, CA 92008 Mobile 858-997 -3025 Phone 760-602-2767 Email david. c. rosen berger@imegcorp.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. YesU9 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. 5 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City at the address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of 6 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-A~5C-CD3EA490C2F3 PSA22-1619CA 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. JURISDICTIONS 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 sµbject 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 /II II 7 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA EXHIBIT "A" SCOPE OF SERVICES Perform a variety of mechanical/plumbing engineering tasks as outlined in individual Project Task Description & Fee Allotments (PTD&FA) related to the following: A. Complete Design Services. B. Mechanical Unit Specification / Title 24 Compliance. C. Design Troubleshooting. D. As-Built Verifications. Requests for work not listed above must be contracted under separate agreement. 9 of 10 DocuSign Envelope ID: C7313886-1F14-4A 1 C-AB5C-CD3EA490C2F3 PSA22-1619CA EXHIBIT B -SAMPLE MASTER AGREEMENT RATE SCHEDULE Prices valid through Term of Agreement STAFF NAME TITLE HOURLY RATE 1. David Rosenberger, LEED AP Principal-in-Charge $250 2. Allan Ugalde, PE. LEED AP Mechanical Engineer $160 3. Mike McCarty, PE Mechanical Engineer $160 4. Designers $130 5. Virtual Design $95 9. Admin. Support $80 10. SUB-CONSULTANTS NAME[FIRM TITLE HOURLY RATE 1. N/A 2. 3. 9. 10. EXPENSES I DESCRIPTION COST % MARKUP Invoiced with a 1.1 multiplier of actual cost including: > CAD plots, reproductions and delivery costs of drawings, specificatio ns, and duplicate reports beyond one set provided at each normal stage of review > Reproduction of drawings on Mylar media > Plan review fees or imposed government agency fees > Premium delivery charges > Photographic supp lies and developing > Meals and lodging when required to travel overnight > State fil ing and/or perm it fees related to en ergy life-cycle costs > Necessary consultants > Travel expense Automobile mileage will be invoiced at the IRS rate in effect at the time of trave l. Travel expenses also include tolls, parking fees, taxi. train, airfare, rental cars (CD only), and other out of pocket expenses. 10 of 10 Attachment Code: D558268 Master ID: 1457432, Certificate ID: 15802487 POLICY NUMBER: TB5Z91469988 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Additional Insured -OWNERS, LESSEES or CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insutance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE !Name Of Additi<.mal Insured Person(s) Location And Description Of Completed Or Organization(s): Operations Any Person or Organization as required in a Any location where you have agreed, through written contract or agreement, to add as an written contract, agreement or permit to additional insured on this policy but only to the provide additional insured coverage for extent allowed by law. completed options. Information required to complete this Schedule, if not shown. above, will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an addition&! insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily inju.ty" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". CG2037 07 04 © ISO Properties, Inc., 2004 Attachment Code : D558279 I\iiaster ID: 1457432,, Certificate ID: 15802487 POLICY NUMBER: AS7Z91469988 COMMERCIAL AUTO CA 20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance, provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured Provision of the Coverage Form. This endorsement does nof alter coverage provided in the Coverage Form. SCHEDULE Name of Person(s) orOrganization(s): Any Person and/or organization you have agreed, on a primary, non-corttributory basis, in a written contract or agreement, to add as an additional insured. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an ''insured'' under the Who Is An Insured Provision contained in ParagraphA 1. of Section II -Covered Autos Liability Coven,1ge in the Business Auto and Motor Carrier Coverage Forms arid Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20481013 Attachment Code .: D558278 Master ID: 1457432, CettificateID: 15802487 POLICY NUMBER: AS7Z91469988 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respectto coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE Name(s) Of Person(s) Or Organization(s): Where required by written contract. Information requited to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer .Of Rights Of Recovery Against Others To Us condition does not apply to the person( s) or organization(s) shown in the Schedul.e, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04441013© Insurance Services' Office,. Inc. Page 1 of 1 Attaclu11ent Code: D558271 Master lD: 1457432, Certificate ID: 15802487 POLICY NUMBER: TB5Z91469988 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endQrsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person (s) or organization (s) where required by written contract or agreement. lhformation required to complete. this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in · the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 0405 09 © Insurance Services Office, Inc., 2008 Page of 1 Attachment Code: D558270 Master ID: 1457432, Certificate ID: 15802487 POLICY NUMBER: TB5Z91469988 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(sl: Any Person or Organization as required in a written contract or agreement, to add as an additional insured on this policy but only to the extent allowed by law. Location(s) Of Covered Operations All locations where you have agreed, through written contract, agreement or permit, to provide additional insured coverage for ongoing operations Information reqt,1ired lo complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but on ly with respect to liability for "bodily injury", ''property damage" or "personal and :advertisfng injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s} desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Attachment Code: D558483 Certificate ID : 1580248.7 Policy No: WC7Z91469988 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce ounight againstthe person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agr-e.ement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule WHERE REQUIRED BY CONTRACT OR WRITTEN AGREEMENT PRIOR TO LOSS AND ALLOWED BYLAW. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation ofthe policy.) WC 00 0313 Attachment Code: D558504 Certificate lD : 158024.87 Policy Number TB5Z91469988 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY -UMBRELLA COVERAGE FORM Schedule Name of Other Person(s). / Email Address or mailing address: Number Days Notice: Qrganization(s): Per .schedule of file with Broker Per schedule on file with Broker 30 A. If we cancel thls policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We w ill. send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation .of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 0511 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of lhsurance Services Office, Inc.,. with its permission. Page 1 of 1