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HomeMy WebLinkAboutContract 1742 F AGREEMENT FOR SERVICES 1 BETWEEN THE CITY OF CATHEDRAL CITY, CALIFORNIA AND CASC ENGINEERING AND CONSULTING, INC. f t t This Agreement for Services ("Agreement") is entered into as of January 24, t 2018 ("Effective Date") by and between the City of Cathedral City, a municipal corporation ("City") and CASC Engineering and Consulting, Inc., a California Corporation ("Service Provider"). City and Service Provider are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." t i RECITALS i A. City has sought, by request for proposal the performance of the services i defined and described particularly in Section 2 of this Agreement. B. Service Provider, following submission of a proposal for the performance of the services defined and described particularly in Section 2 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Cathedral City's Municipal Code, City has authority to enter into this Services Agreement and the City Manager has authority to execute 1 this Agreement. I t D. The Parties desire to formalize the selection of Service Provider for I performance of those services defined and described particularly in Section 2 of this Agreement and desire that the terms of that performance be as particularly defined and I described herein. r I OPERATIVE PROVISIONS 1 NOW, THEREFORE, in consideration of the mutual promises and covenants i made by the Parties and contained here and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows: 1 SECTION 1. TERM OF AGREEMENT. Subject to the provisions of Section 19 "Termination of Agreement" of this Agreement, the Term of this Agreement is for 25 working days commencing on the tI Effective Date. F i { r 1 - I -f } SECTION 2. SCOPE OF SERVICES & SCHEDULE OF PERFORMANCE. (a) Scope of Services. Service Provider agrees to perform the services set forth in Exhibit "A" "Scope of Services" (hereinafter, the "Services") and made a part of this Agreement by this reference. (b) Schedule of Performance. The Services shall be completed pursuant to the schedule specified in Exhibit "A." Should the Services not be completed pursuant to that schedule, the Service Provider shall be deemed to be in Default of this Agreement. The City, in its sole discretion, may choose not to enforce the Default provisions of this Agreement and may instead allow Service Provider to continue performing the Services. SECTION 3. ADDITIONAL SERVICES. Service Provider shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services. SECTION 4. COMPENSATION AND METHOD OF PAYMENT. (a) Subject to any limitations set forth in this Agreement, City agrees to pay Service Provider the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed twenty thousand dollars and 00/100 cents ($20,000.00), unless additional compensation is approved in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. (b) Each month Service Provider shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-Service Provider contracts. Sub-Service Provider charges shall be detailed by the following categories: labor, travel, materials, equipment r. and supplies. If the compensation set forth in subsection (a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of task performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Service Provider to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection 2 (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Service Provider for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Service Provider which are disputed by City, City will use its best efforts to cause Service Provider to be paid within forty-five (45) days of receipt of Service Provider's correct and undisputed invoice. (d) Payment to Service Provider for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Service Provider. SECTION 5. INSPECTION AND FINAL ACCEPTANCE. City may inspect and accept or reject any of Service Provider's work under this Agreement, either during performance or when completed. City shall reject or finally accept Service Provider's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Service Provider's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Service Provider's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 15 "Indemnification" and Section 16 "Insurance." SECTION 6. OWNERSHIP OF DOCUMENTS. All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Service Provider. Upon completion, expiration or termination of this Agreement, Service Provider shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents. If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Service Provider in the course of providing the Services pursuant to this Agreement, Service Provider's guarantees and warranties in Section 9 "Standard of Performance; Familiarity With Work" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents. 3 SECTION 7. SERVICE PROVIDER'S BOOKS AND RECORDS. (a) Service Provider shall maintain any and all documents and records demonstrating or relating to Service Provider's performance of the Services. Service Provider shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Service Provider pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Service Provider's address indicated for receipt of notices in this Agreement. (c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Service Provider's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors-in-interest and authorized representatives. SECTION 8. INDEPENDENT CONTRACTOR. (a) Service Provider is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Service Provider shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Service Provider shall at all times be under Service Provider's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Service Provider or any of Service Provider's officers, employees, or agents except as set forth in this Agreement. Service Provider shall not at any time or in any manner represent that Service Provider or any of Service Provider's officers, employees, or agents are in any manner officials, officers, employees or agents of City. 4 (c) Neither Service Provider, nor any of Service Provider's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Service Provider expressly waives any claim Service Provider may have to any such rights. SECTION 9. STANDARD OF PERFORMANCE; FAMILIARITY WITH WORK. (a) Service Provider represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Service Provider shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Service Provider shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Service is Provider under this Agreement. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Work" that shall also be applicable to Service Provider's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general. (b) Service Provider warrants that (1) it has thoroughly investigated and considered the work to be performed, (2) it has investigated the issues, regarding the scope of services to be provided, (3) it has carefully considered how the work should be performed, and (4) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. SECTION 10. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES. Service Provider shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Service Provider shall obtain any and all licenses, permits and authorizations necessary to perform the Services set forth in this Agreement. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Service Provider to comply with this section. SECTION 11. PREVAILING WAGE LAWS It is the understanding of City and Service Provider that California prevailing wage laws do not apply to this Agreement because the Agreement does not involve any of the following services subject to prevailing wage rates pursuant to the California Labor Code or regulations promulgated thereunder: Construction, alteration, demolition, installation, or repair work performed on public buildings, facilities, streets or sewers done under contract and paid for in whole or in part out of public funds. In this context, 5 - r n r i n phases construction includes work performed during the design and preco st uct o p a es of construction including, but not limited to, inspection and land surveying work. SECTION 12. NONDISCRIMINATION. Service Provider shall not discriminate, in any way, in the employment of persons to perform the Services in violation of any federal or state law prohibiting discrimination in employment, including based on the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, of any person, except as provided under California Government Code section 12940. SECTION 13. CONFLICTS OF INTEREST. (a) Service Provider covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Service Provider's performance of the Services. Service Provider further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Service Provider agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City may determine that Service Provider must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests. If such a determination is made, Service Provider shall file the subject Form 700 with the City Clerk's Office pursuant to the written instructions provided by the Office of the City Clerk within ten (10) days of the request. (c) City understands and acknowledges that Service Provider is, as of the date of execution of this Agreement, independently involved in the performance of non- related services for other governmental agencies and private parties. Service Provider is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (d) City understands and acknowledges that Service Provider will perform non-related services for other governmental agencies and private Parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section. SECTION 14. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION. fi (a) All information gained or work product produced by Service Provider in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Service Provider. Service 6 ft } Provider shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Service Provider, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Service Provider gives City notice of such court order or subpoena. (c) If Service Provider, or any officer, employee, agent or subcontractor of Service Provider, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Service Provider for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Service Provider's conduct. (d) Service Provider shall promptly notify City should Service Provider, its officers, employees, agents or subcontractors, be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Service Provider or be present at any deposition, hearing or similar proceeding. Service Provider agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Service Provider. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. SECTION 15. INDEMNIFICATION. (a) Indemnification for Professional Liability. Where the law establishes a professional standard of care for Service Provider's services, to the fullest extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees) arise out of, are a consequence of, or are in any way attributable to, in whole or in part, any negligent or wrongful act, error or omission of Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or subcontractors of Service Provider, in the performance of professional services under this Agreement. 7 (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Service Provider shall indemnify, protect, defend and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Service Provider, or by any individual or entity for which Service Provider is legally liable, including but not limited to officers, agents, employees or subcontractors of Service Provider. (c) Indemnification from Sub-Service Providers. Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth in this section from each and every sub-Service Provider or any other person or entity involved by, for, with or on behalf of Service Provider in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Service Provider fails to obtain such indemnity obligations from others as required herein, Service Provider agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Service Provider and shall survive the termination of this Agreement or this section. (d) Limitation of Indemnification. Notwithstanding any provision of this section to the contrary, design professionals are required to defend and indemnify the City only to the extent permitted by Civil Code Section 2782.8, which limits the liability of a design professional to claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional. The term "design professional," as defined in Section 2782.8, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code. (e) City's Negligence. The provisions of this section do not apply to claims occurring as a result of City's sole negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. 8 } SECTION 16. INSURANCE. Service Provider agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Service Provider agrees to provide City with copies of required policies upon request. SECTION 17. ASSIGNMENT. The expertise and experience of Service Provider are material considerations for this Agreement. City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Service Provider under this Agreement. In recognition of that interest, Service Provider shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Service Provider's duties or obligations under this Agreement without the prior written consent of the City. Any attempted assignment shall be ineffective, null and void, and shall constitute a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 19 "Termination of Agreement." City acknowledges, however, that Service Provider, in the performance of its duties pursuant to this Agreement, may utilize subcontractors. SECTION 18. CONTINUITY OF PERSONNEL. { Service Provider shall make every reasonable effort to maintain the stability and continuity of Service Provider's staff and subcontractors, if any, assigned to perform the Services. Service Provider shall notify City of any changes in Service Provider's staff and subcontractors, if any, assigned to perform the Services prior to and during any such performance. SECTION 19. TERMINATION OF AGREEMENT. (a) City may terminate this Agreement, with or without cause, at any time by giving thirty (30) days written notice of termination to Service Provider. In the event such notice is given, Service Provider shall cease immediately all work in progress. (b) Service Provider may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City. (c) If either Service Provider or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Service Provider, or City may terminate this Agreement immediately upon written notice. (d) Upon termination of this Agreement by either Service Provider or City, all property belonging exclusively to City which is in Service Provider's possession shall be 9 returned to City. Service Provider shall furnish to City a final invoice for work performed and expenses incurred by Service Provider, prepared as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 4 "Compensation and Method of Payment" of this Agreement. SECTION 20. DEFAULT. In the event that Service Provider is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Service Provider for any work performed after the date of default. Instead, the City may give notice to Service Provider of the default and the reasons for the default. The notice shall include the timeframe in which Service Provider may cure the default. This timeframe is j presumptively thirty (30) days, but may be extended, though not reduced, if F circumstances warrant. During the period of time that Service Provider is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some f or all of the outstanding invoices during the period of default. If Service Provider does not cure the default, the City may take necessary steps to terminate this Agreement under Section 19 "Termination of Agreement." Any failure on the part of the City to give notice of the Service Provider's default shall not be deemed to result in a waiver of the { City's legal rights or any rights arising out of any provision of this Agreement. SECTION 21. EXCUSABLE DELAYS. F Service Provider shall not be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the F control of Service Provider. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes. SECTION 22. COOPERATION BY CITY. All public information, data, reports, records, and maps as are existing and F available to City as public records, and which are necessary for carrying out the Services shall be furnished to Service Provider in every reasonable way to facilitate, F without undue delay, the Services to be performed under this Agreement. SECTION 23. NOTICES. All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows: 10 k { To City: City of Cathedral City Attn: City Manager 68-700 Avenida Lalo Guerrero Cathedral City, CA 92234 To Service Provider: CASC Engineering and Consulting Attn: Melanie Sotelo 77564 Country Club Drive, Suite 211 Palm Desert, CA 92211 Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. { SECTION 24. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of Service Provider represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Service Provider to the performance of its obligations hereunder. SECTION 25. ADMINISTRATION AND IMPLEMENTATION. } This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 "Amendment" and the City Manager's contracting authority under the Cathedral City Municipal Code. SECTION 26. BINDING EFFECT. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. SECTION 27. AMENDMENT. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Service Provider and by the City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Cathedral City Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void. 11 r t SECTION 28. WAIVER. , Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or 1 violation of any provision of this Agreement. Acceptance by City of any work or services by Service Provider shall not constitute a waiver of any of the provisions of this Agreement. SECTION 29. LAW TO GOVERN; VENUE. f This Agreement shall be interpreted, construed and governed according to the t laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Riverside, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of 1 i California, in Riverside. 1 r SECTION 30. ATTORNEYS FEES, COSTS AND EXPENSES. In the event litigation or other proceeding is required to enforce or interpret any i provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled. t SECTION 31. ENTIRE AGREEMENT. 1 X 1 This Agreement, including the attached Exhibits "A" through "C", is the entire, complete, final and exclusive expression of the Parties with respect to the matters E addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Service Provider and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral F or written, made by any Party which are not embodied herein shall be valid and binding. 1 1 SECTION 32. SEVERABILITY. 1If any term, condition or covenant of this Agreement is declared or determined by t any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s). SECTION 33. CONFLICTING TERMS. 1 Except as otherwise stated herein, if the terms of this Agreement conflict with the terms of any Exhibit hereto, or with the terms of any document incorporated by 1 reference into this Agreement, the terms of this Agreement shall control. 1 12 I t I 4 ti , IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written. CITY OF CATHEDRAL CITY CASC ENGINEERING & CONSULTING, INC. ' 1111)_ _ r jam: harles P. McClendon By: ,Ta,V. . .. r City Manager Its: - 6,-zi ATTEST: , /,i,, _ ' By: `nta�iel/d Furl.' Its: ,fdzea4 ,/ ,� ) y — i l/ Gary F. Howell City Clerk APPROVED AS F Eric S. Vail City Attorney NOTE: SERVICE PROVIDER'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO SERVICE PROVIDER'S BUSINESS ENTITY. 13 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA It STATE OF CALIFORNIA ) COUNTY OF, RGI --w-1 c3'E'e.✓A.P,'�o COUNTY OF SA"/15E A NA4-'1. •vo) On — 77-/a 4/.41/11-c. A/09 X9/2 / ,4'l;c , Date Name And Title Of Officer(e.g"Jane Doe,Not y Public") personally appeared ../2/c-761 A D Na ' 2 ' me of S g who proved to me on the basis of satisfactory evidence to be the , persorgal whose named is/arm- subscribed to the within instrument and acknowledged to me that he/.algal sy executed i` the same in his/4%4:144r authorized capacity ej', and that by RUTH A.EVANS his/kaerlteic signatureJ�)-on the instrument the persork3), or the ...,,,---rrindli-dh.d' NotaryPublic-California Z entity upon behalf of which the person;�e�'acted, executed the i ` �« San Bernardino County > instrument. Commission*2205040 $' My Comm.Expires Jul 23,2021 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. b f.9 w-et-11 / t Signature of Notary Public t OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. i CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT I Signer's Name: . Individual , Corporate Officer Title(s) Title or Type of Document f Partner(s) Limited t General Attorney-In-Fact Number Of Pages Trustee(s) i Guardian/Conservator . Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above , i E A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ALL-PURPOSE ACKNOWLEDGMENT NOTARY FOR CALIFORNIA STATE OF CALIFORNIA COUNTY OF fi;lVER3+13ESAN IZE/MIARDi No ) On / ` oZ , 2018, before me, /2cJT?,4 � ' 4.G'J „4677-14, r z,c , Date Name AndTitle Of Officer(e.g!nJane Doe, ot'Pu lic") personally appeared s'9 "c h'E AllA 4 �/ Name of Signer4a'4 e a who proved to me on the basis of satisfactory evidence to be the persorn(8) whose name8) is/.are subscribed to the within instrument and acknowledged to me that-he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their-signature,48) on the instrument the person,(e), or the entity upon behalf of which the personler acted, executed the instrument. RUTH A.EVANS . NotaryPublic-California Z I certify under PENALTY OF PERJURY under the laws of the San Bernardino County ! ��€s4I commission#2205040 State of California that the foregoing paragraph is true and ^ "' My Comm.ExNires 1ul 23,2021 correct. WITNESS my han. and official seal. Signature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alternation of the document or fraudulent reattachment of this form to an unintended document. CAPACIT(IES) CLAIMED BY SIGNER(S) DESCRIPTION OF ATTACHED DOCUMENT Signer's Name: Individual Corporate Officer Title(s) Title or Type of Document Partner(s) Limited General Attorney-In-Fact Number Of Pages Trustee(s) Guardian/Conservator Other: Date Of Document Signer is representing: Name Of Person(s)Or Entity(ies) Signer(s)Other Than Named Above _ I EXHIBIT "A" SCOPE OF SERVICES I. Service Provider will perform the following Services: CASC Engineering will conduct inspections at industrial, commercial, and restaurant facilities in accordance with the Whitewater River Regions MS4 Permit requirements and complete the inspection s at the Permit required frequencies. II. As part of the Services, Service Provider will prepare and deliver the following tangible work products to the City: CASC will work with the City to update and maintain the City's current commercial/industrial database to reflect current inspections and re-inspections (follow-ups), as needed. III. During performance of the Services, Service Provider will keep the City appraised of the status of performance by delivering the following status reports: CASC will be available at any time to discuss issues that arise, and will confer with the City NPDES Coordinator periodically to provide an update on the inspection progress and to provide copies of all documentation relating to the facility inspections. IV. The tangible work products and status reports will be delivered to the City pursuant to the following schedule: CASC will work with the City to update and maintain the City's current commercial/industrial database to reflect current inspections and re-inspections (follow-ups), as needed. V. Service Provider will utilize the following personnel to accomplish the Services: CASC Engineering & Consulting Staff VI. Service Provider will utilize the following subcontractors to accomplish the Services: None. A-1 - t EXHIBIT "B" COMPENSATION I. Service Provider shall use the following rates of pay in the performance of the Services: A. CASC Engineering Proposal 12/22/2017 II. Service Provider may utilize subcontractors as indicated in this Agreement. The hourly rate for any subcontractor is not to exceed $ (N/A) per hour without written authorization from the City Manager or his designee. B-1 fi EXHIBIT "C" INSURANCE A. Insurance Coverages. Service Provider shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Service Provider, its agents, representatives or employees. Service Provider shall procure and maintain the following scope and limits of insurance: Only the following "marked" requirements are applicable: X Commercial General Liability (CGL): Insurance written on an occurrence basis to protect Service Provider and City against liability or claims of liability which may arise out of this Agreement in the amount of one million dollars ($1,000,000) per occurrence and subject to an annual aggregate of two million dollars ($2,000,000). Coverage shall be at least as broad as Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001). There shall be no endorsement or modification of the CGL limiting the scope of coverage for either insured vs. additional insured claims or contractual liability. All defense costs shall be outside the limits of the policy. X Vehicle Liability Insurance: Vehicle liability insurance in an amount not less than $1,000,000 for injuries, including accidental death, to any one person, and subject to the same minimum for each person, in an amount not less than one million dollars ($1,000,000) for each accident, and property damage insurance in an amount of not less than one million dollars ($1,000,000). A combined single limit policy with aggregate limits in an amount of not less than $2,000,000 shall be considered equivalent to the said required minimum limits. Coverage shall be at least as broad as Insurance Services Office form number CA 0001 covering Automobile Liability, including code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the approval of the City. X Workers' Compensation Insurance: Workers' Compensation insurance that includes a minimum of one million dollars ($1,000,000) of employers' liability coverage. Service Provider shall provide an endorsement that the insurer waives the right of subrogation against the City and its respective elected officials, officers, employees, agents and representatives. In the event a claim under the provisions of the California Workers' Compensation Act is filed against City by a bona fide employee of Service Provider participating under this Agreement, Service Provider is to defend and indemnify the City from such claim. C-1 X Professional Liability Insurance: Professional liability insurance appropriate to the Service Provider's profession in an amount not less than one million dollars $1,000,000 per occurrence. This coverage may be written on a "claims made" basis, } and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to Services performed under this Agreement. The insurance must be maintained for at least three (3) consecutive years following the completion of Service Provider's services or the termination of this Agreement. During this additional three (3) year period, Service Provider shall annually and upon request of the City submit written evidence of this continuous coverage. B. Other Provisions. Insurance policies required by this Agreement shall contain the following provisions: 1. All Coverages. a. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after 30 days' prior written notice by certified mail, return receipt requested, has been given to City. b. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. 2. Commercial General Liability and Automobile Liability Coverages. a. City, and its respective elected and appointed officers, officials, and employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities Service Provider performs; products and completed operations of Service Provider; premises owned, occupied or used by Service Provider; or automobiles owned, leased, hired or borrowed by Service Provider. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, or employees. b. Service Provider's insurance coverage shall be primary insurance with respect to City, and its respective elected and appointed, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, and its respective elected and appointed officers, officials, employees or volunteers, shall apply in excess of, and not contribute with, Service Provider's insurance. C-2 c. Service Provider's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. d. Any failure to comply with the reporting or other provisions of the insurance policies, including breaches of warranties, shall not affect coverage provided to City, and its respective elected and appointed officers, officials, employees or volunteers. e. The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees or agents. 3. Workers' Compensation Coverage. Unless the City Manager otherwise agrees in writing, the insurer shall agree to waive all rights of subrogation against City, and its respective elected and appointed officers, officials, employees and agents for losses arising from work performed by Service Provider. C. Other Requirements. Service Provider agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City may require that Service Provider furnish City with copies of original endorsements effecting coverage required by this Exhibit "C". The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time. 1. Service Provider shall furnish certificates and endorsements from each subcontractor identical to those Service Provider provides. 2. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers, or the Service Provider shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. 3. The procuring of such required policy or policies of insurance shall not be construed to limit Service Provider's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement. C-3 Client#: 1250938 305CASCENG DATE(MWDD/YYYY) 4 ACORDra CERTIFICATE OF LIABILITY INSURANCE 1/26/2018 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 1 the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the 3 certificate holder in lieu of such endorsement(s). f PRODUCER CONTACT Mary Faber BB&T Insurance Services PHONE 714941-2800 FAX C (A/C,No,Ext): (A/C,No): of Orange County n 11Ess, MFaber@bbandt.com 2400 Katella Avenue Ste 1100 Anaheim CA 92806 INSURER(S)AFFORDING COVERAGE NAIC# 4 ' INSURER A:Hartford Fire Insurance Company 19682 INSURED INSURER B:Twin City Fire Insurance Compan 29459 I CASC Engineering and Consulting Inc i INSURER C:Lexington Insurance Company 19437 i 1470 E Cooley Drive Colton, CA 92324 Trumbull insurance Company 27120 INSURER D: INSURER E: i _ INSURER F: t COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: tF 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, 1 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. i INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 72CESOA2905 02/01/2017 02/01/2018 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea RENTED ence) $300,000 1 X BI/PD Ded:5,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENII_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY X JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ D AUTOMOBILE LIABILITY 72UENZN5557 02/01/2017 02/01/2018 COMaccidBINEent)D SINGLE LIMIT $1r 000r 000 (Ea f BODILY INJURY Per person) $ g X ANY AUTO ( p ) ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS - $ X HIRED AUTOS X AGNGOWNED S (PerraccdentROPERTY)AMAGE B UMBRELLA LIAB X OCCUR 72XSON0764 02/01/2017 02/01/2018 EACH OCCURRENCE $2,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 j DED X RETENTION$O $ s B WORKERS COMPENSATION 72WEDU9077 12/31/2017 12/31/2018 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 s OFFICER/MEMBER EXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under s DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liab 031710931 02/01/2017 02/01/2018 $2,000,000 EaClaim/Agg. Errors&Omission t. Claims-Made Form Retro Dte 2-1-93 g DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Cathedral City and its respective elected and appointed officers,officials and employees and . volunteers are named additional insured as respects General Liability and Automobile Liability and this insurance is primary and noncontributory with any other insurance of the additional insureds as required by 1 11 ; written contract;Waiver of Subrogation applies as respects General Liability,Automobile Liability and Workers Compensation as required but written contract per the endorsements attached. 3 (See Attached Descriptions) • CERTIFICATE HOLDER CANCELLATION , ANY OFE City of Cathedral City THE SHOULD EXPIRATION D DATE E V THEREOF,E E NOTTICEIES WILL CBE CDELIVEREDO NE 68-700 Avenida Lalo Guerrero ACCORDANCE WITH THE POLICY PROVISIONS. Cathedral City, CA 92234 AUTHORIZED REPRESENTATIVE , tW--- 'tel" blie ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S19428006/M19328274 MJFAB P DESCRIPTIONS (Continued from Page 1) Should any policy be cancelled before the expiration date, BB&T Insurance Services will mail 30(thirty) days written notice to the certificate holders which require such action per written contract or agreement, except 10 days notice of cancellation for non-payment of premium. { 4 } { I } } gg� SAGITTA 25.3(2014/01) 2 of 2 #S19428006/M19328274 Policy# 72CES0A2905 i have all your rights and duties under this Coverage 5. Nonowned Watercraft Part. With respect to watercraft you do not own that is less e. Unnamed Subsidiary than 51 feet long and is not being used to carry , Any subsidiary, and subsidiary thereof, of yours persons for a charge, any person is an insured while t which is a legally incorporated entity of which you operating such watercraft with your permission. Any own a financial interest of more than 50% of the other person or organization responsible for the voting stock on the effective date of the Coverage conduct of such person is also an insured, but only Part. with respect to liability arising out of the operation of • the watercraft, and only if no other insurance of any The insurance afforded herein for any subsidiary kind is available to that person or organization for this I not named in this Coverage Part as a named liability. insured does not apply to injury or damage with respect to which an insured under this Coverage However, no person or organization is an insured with • Part is also an insured under another policy or respect to: ff would be an insured under such policy but for its a. "Bodily injury" to a co-"employee" of the person termination or the exhaustion of its limits of operating the watercraft; or • insurance. b. "Property damage"to property owned by, rented to, 3. Newly Acquired or Formed Organization in the charge of or occupied by you or the employer Any organization you newly acquire or form, other than of any person who is an insured under this a partnership, joint venture or limited liability company, provision. and over which you maintain financial interest of more 6. Additional Insureds When Required By Written than 50% of the voting stock, will qualify as a Named Contract,Written Agreement Or Permit Insured if there is no other similar insurance available ,The following person(s) or organization(s) are an to that organization. However: additional insured when you have agreed, in a written a. Coverage under this provision is afforded only until contract, written agreement or because of a permit l the 180th day after you acquire or form the issued by a state or political subdivision, that such x organization or the end of the policy period, person or organization be added as an additional whichever is earlier; insured on your policy, provided the injury or damage b. Coverage A does not apply to "bodily injury" or occurs subsequent to the execution of the contract or "property damage" that occurred before you agreement. acquired or formed the organization; and A person or organization is an additional insured under c. Coverage B does not apply to "personal and this provision only for that period of time required by advertising injury" arising out of an offense the contract or agreement. • committed before you acquired or formed the However, no such person or organization is an insured s • organization. under this provision if such person or organization is 4. Mobile Equipment included as an insured by an endorsement issued by us and made a part of this Coverage Part. With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any a. Vendors person is an insured while driving such equipment Any person(s) or organization(s) (referred to below along a public highway with your permission. Any other as vendor), but only with respect to "bodily injury" • person or organization responsible for the conduct of or "property damage" arising out of "your products" such person is also an insured, but only with respect to which are distributed or sold in the regular course liability arising out of the operation of the equipment, of the vendor's business and only if this Coverage I and only if no other insurance of any kind is available Part provides coverage for "bodily injury" or to that person or organization for this liability. However, "property damage" included within the "products- no person or organization is an insured with respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the person (1) The insurance afforded the vendor is subject to • driving the equipment; or the following additional exclusions: b. "Property damage"to property owned by, rented to, This insurance does not apply to: • in the charge of or occupied by you or the employer (a) "Bodily injury" or "property damage" for of any person who is an insured under this which the vendor is obligated to pay provision. damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 (b) Any express warranty unauthorized by you; c. Lessors of Land or Premises (c) Any physical or chemical change in the Any person or organization from whom you lease product made intentionally by the vendor; land or premises, but only with respect to liability (d) Repackaging, except when unpacked solely arising out of the ownership, maintenance or use of for the purpose of inspection, demonstration, that part of the land or premises leased to you. fi testing, or the substitution of parts under With respect to the insurance afforded these instructions from the manufacturer, and then additional insureds the following additional repackaged in the original container; exclusions apply: (e) Any failure to make such inspections, This insurance does not apply to: adjustments, tests or servicing as the vendor 1. Any "occurrence" which takes place after you has agreed to make or normally undertakes cease to lease that land; or to make in the usual course of business, in connection with the distribution or sale of the 2. Structural alterations, new construction or products; demolition operations performed by or on behalf of such person or organization. (f) Demonstration, installation, servicing or repair operations, except such operations d. Architects, Engineers or Surveyors performed at the vendor's premises in Any architect, engineer, or surveyor, but only with connection with the sale of the product; respect to liability for "bodily injury", "property (g) Products which, after distribution or sale by damage" or "personal and advertising injury" you, have been labeled or relabeled or used caused, in whole or in part, by your acts or as a container, part or ingredient of any omissions or the acts or omissions of those acting other thing or substance by or for the on your behalf: vendor; or (1) In connection with your premises; or (h) "Bodily injury" or "property damage" arising (2) In the performance of your ongoing operations out of the sole negligence of the vendor for performed by you or on your behalf. its own acts or omissions or those of its With respect to the insurance afforded these employees or anyone else acting on its additional insureds, the following additional behalf. However, this exclusion does not exclusion applies: apply to: This insurance does not apply to "bodily injury", (i)The exceptions contained in Sub- "property damage" or "personal and advertising paragraphs (d) or(f); or injury" arising out of the rendering of or the failure (ii) Such inspections, adjustments, tests or to render any professional services by or for you, servicing as the vendor has agreed to including: make or normally undertakes to make in 1. The preparing, approving, or failing to prepare the usual course of business, in or approve, maps, shop drawings, opinions, connection with the distribution or sale of reports, surveys, field orders, change orders or the products. drawings and specifications; or (2) This insurance does not apply to any insured 2. Supervisory, inspection, architectural or person or organization, from whom you have engineering activities. acquired such products, or any ingredient, part e. Permits Issued By State Or Political or container, entering into, accompanying or containing such products. Subdivisions b. Lessors of Equipment Any state or political subdivision, but only with respect to operations performed by you or on your (1) Any person or organization from whom you behalf for which the state or political subdivision lease equipment; but only with respect to their has issued a permit. liability for "bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" caused, in whole or in part, by your maintenance, operation additional insureds, this insurance does not apply or use of equipment leased to you by such to: person or organization. (1) "Bodily injury", "property damage" or "personal (2) With respect to the insurance afforded to these and advertising injury" arising out of operations additional insureds this insurance does not performed for the state or municipality; or apply to any "occurrence" which takes place (2) "Bodily injury" or "property damage" included after the equipment lease expires. within the "products-completed operations hazard". HG00010605 Page 11 of 18 t i 2 1. Any Other Party c. Persons or organizations making claims or bringing Any other person or organization who is not an "suits". insured under Paragraphs a. through e. above, but 2. General Aggregate Limit only with respect to liability for "bodily injury", The General Aggregate Limit is the most we will pay "property damage" or "personal and advertising for the sum of: 1 injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting a. Medical expenses under Coverage C; on your behalf: b. Damages under Coverage A, except damages (1) In the performance of your ongoing operations; because of "bodily injury" or "property damage" included in the "products-completed operations x (2) In connection with your premises owned by or ;hazard'; and rented to you;or c. Damages under Coverage B. (3) In connection with "your work" and included 3. Products-Completed Operations Aggregate Limit within the "products completed operations hazard",but only if The Products-Completed Operations Aggregate Limit (a) The written contract or agreement requires is the most we will.pay under Coverage A for damages you to provide such coverage to such because of "bodily injury" and "property damage" additional insured; and included in the "products-completed operations hazard". 2 (b) This Coverage Part provides coverage for 4. Personal and Advertising Injury Limit "bodily injury" or"property damage" included within the "products-completed operations Subject to 2. above, the Personal and Advertising hazard". Injury Limit is the most we will pay under Coverage B f. With respect to the insurance afforded to these for the sum of all damages because of all "personal additional insureds, this insurance does not apply and advertising injury" sustained by any one person or to: organization. e "Bodily injury", "property damage" or"personal and 5. Each Occurrence Limit advertising injury" arising out of the rendering of, or Subject to 2. or 3. above, whichever applies, the Each the failure to render, any professional architectural, Occurrence Limit is the most we will pay for the sum engineering or surveying services, including: of: (1) The preparing, approving, or failing to prepare a. Damages under Coverage A;and or approve, maps, shop drawings, opinions, b. Medical expenses under Coverage C ' reports, surveys, field orders, change orders or because of all "bodily injury" and "property damage" drawings and specifications; or (2) Supervisory, inspection, architectural or arising out of any one"occurrence". L engineering activities. 6. Damage To Premises Rented To You Limit F Subject to 5. above, the Damage To Premises Rented ; The limits of insurance that apply to additional insureds To You Limit is the most we will pay under Coverage A under this provision is described in Section III — Limits for damages because of"property damage"to any one r Of Insurance. premises, while rented to you, or in the case of How this insurance applies when other insurance is damage by fire, lightning or explosion, while rented to available to the additional insured is described in the you or temporarily occupied by you with permission of Other Insurance Condition in Section IV — Commercial the owner. General Liability Conditions. In the case of damage by fire, lightning or explosion, 2. No person or organization is an insured with respect to the the Damage to Premises Rented To You Limit applies conduct of any current or past partnership,joint venture or to all damage proximately caused by the same event, limited liability company that is not shown as a Named whether such damage results from fire, lightning or Insured in the Declarations. explosion or any combination of these. SECTION III—LIMITS OF INSURANCE 7. Medical Expense Limit 1. The Most We will Pay Subject to 5. above, the Medical Expense Limit is the The Limits of Insurance shown in the Declarations and most we will pay under Coverage C for all medical the rules below fix the most we will pay regardless of expenses because of "bodily injury" sustained by any the number of: one person. a. Insureds; 8. How Limits Apply To Additional Insureds b. Claims made or"suits"brought;or If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 06 05 Policy# 72UENZN5557 COMMERCIAL AUTOMOBILE HA 99 16 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to , "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract ` newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 0312 of ISO Properties, Inc., with its permission.) Page 1 of 5 Policy# 72UENZN5557 7 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the 1 following provisions apply:Subsequent to the execution of such written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be rima If other insurance is also ` (2) How Limits Apply primary. primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other 1 most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if } If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer • by other insurance available to an defends, we will undertake to do so, but we will , additional insured, such additional be entitled to the insured's rights against all r insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 3} ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.,with its permission.) Page 2 of 5 ' r Policy Number: 72CES0A2905 I (State: CA that are in excess of the applicable limit of insurance. (7) When You Add Others As An Additional An agreed settlement means a settlement and release Insured To This Insurance of liability signed by us, the insured and the claimant or Any other insurance available to an additional the claimants legal representative. insured. 4. Other Insurance However, the following provisions apply to other If other valid and collectible insurance is available to insurance available to any person or the insured for a loss we cover under Coverages A or organization who is an additional insured under B of this Coverage Part, our obligations are limited as this coverage part. follows: (a) Primary Insurance When Required By s a. Primary Insurance Contract This insurance is primary except when b. below This insurance is primary if you have agreed applies. If other insurance is also primary, we will in a written contract or written agreement share with all that other insurance by the method that this insurance be primary. If other described in c. below. insurance is also primary, we will share with b. Excess Insurance all that other insurance by the method described in c. below. , This insurance is excess over any of the other insurance, whether primary, excess, contingent or 'rimary And Non-Contributory To 0 e on any other basis: surance When Required By Contrac you Your Work If have agreed in a written contract, 9 = That is Fire, Extended Coverage, Builder's Risk, written agreement, or permit that this insurance is primary and non-contributory Installation Risk or similar coverage for "your ,with the additional insured's own insurance, work"; this insurance is primary and we will not (2) Premises Rented To You seek contribution from that other insurance. That is fire, lightning or explosion insurance for Paragraphs (a) and (b) do not apply to other premises rented to you or temporarily occupied insurance to which the additional insured has by you with permission of the owner; been added as an additional insured. , (3) Tenant Liability When this insurance is excess, we will have no That is insurance purchased by you to cover duty under Coverages A or B to defend the insured your liability as a tenant for "property damage" against any "suit" if any other insurer has a duty to to premises rented to you or temporarily defend the insured against that "suit". If no other occupied by you with permission of the owner; insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all (4) Aircraft, Auto Or Watercraft those other insurers. If the loss arises out of the maintenance or use When this insurance is excess over other of aircraft, "autos" or watercraft to the extent not insurance, we will pay only our share of the amount subject to Exclusion g. of Section I — Coverage of the loss, if any,that exceeds the sum of: A—Bodily Injury And Property Damage Liability; (1) The total amount that all such other insurance (5) Property Damage to Borrowed Equipment Or would pay for the loss in the absence of this Use Of Elevators insurance; and If the loss arises out of "property damage" to (2) The total of all deductible and self-insured borrowed equipment or the use of elevators to amounts under all that other insurance. the extent not subject to Exclusion j. of Section Coverage A - Bodily Injury And Property We will share the remaining loss, if any, with any Damage Liability; other insurance that is not described in this Excess (6) When You Are Added As An Additional Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown Insured To Other Insurance in the Declarations of this Coverage Part. Any other insurance available to you covering c. Method Of Sharing liability for damages arising out of the premises or operations, or products and completed If all of the other insurance permits contribution by operations, for which you have been added as equal shares, we will follow this method also. Under an additional insured by that insurance; or this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HG 00 01 06 05 Policy Number: 72CES0A2905 State: CA If any of the other insurance does not permit insured will bring "suit" or transfer those rights to us contribution by equal shares, we will contribute by and - • - - - -- - - . limits. Under this method, each insurer's share is Waiver Of Rights Of Recovery (Waiver Of based on the ratio of its applicable limit of .ro.ation) insurance to the total applicable limits of insurance of all insurers. If the insured has waived any rights of recovery , 5. Premium Audit against any person or organization for all or part of any payment, including Supplementary Payments, I a. We will compute all premiums for this Coverage we have made under this Coverage Part, we also Part in accordance with our rules and rates. waive that right, provided the insured waived their b. Premium shown in this Coverage Part as advance rights of recovery against such person or premium is a deposit premium only. At the close of organization in a contract, agreement or permit that s was executed prior to the injury or damage. each audit period we will compute the earned premium for that period and send notice to the first 9. When We Do Not Renew Named Insured. The due date for audit and , If we decide not to renew this Coverage Part, we will retrospective premiums is the date shown as the mail or deliver to the first Named Insured shown in the due date on the bill. If the sum of the advance and Declarations written notice of the nonrenewal not less audit premiums paid for the policy period is greater than 30 days before the expiration date. than the earned premium, we will return the excess to the first Named Insured. If notice is mailed, proof of mailing will be sufficient proof of notice. c. The first Named Insured must keep records of the SECTION V— DEFINITIONS information we need for premium computation, and send us copies at such times as we may request. 1. "Advertisement" means the widespread public 6. Representations dissemination of information or images that has the purpose of inducing the sale of goods, products or a. When You Accept This Policy services through: By accepting this policy, you agree: a. (1) Radio; (1) The statements in the Declarations are accurate (2) Television; and complete; (2) Those statements are based upon (3) Billboard; representations you made to us; and (4) Magazine; (3) We have issued this policy in reliance upon your (5) Newspaper; or representations. b. Any other publication that is given widespread b. Unintentional Failure To Disclose Hazards public distribution. If unintentionally you should fail to disclose all However, "advertisement" does not include: hazards relating to the conduct of your business a. The design, printed material, information or images that exist at the inception date of this Coverage contained in, on or upon the packaging or labeling Part, we shall not deny coverage under this of any goods or products; or Coverage Part because of such failure. b. An interactive conversation between or among 7. Separation Of Insureds persons through a computer network. Except with respect to the Limits of Insurance, and any 2. "Advertising idea" means any idea for an rights or duties specifically assigned in this Coverage "advertisement". Part to the first Named Insured, this insurance applies: 3. "Asbestos hazard" means an exposure or threat of a. As if each Named Insured were the only Named exposure to the actual or alleged properties of Insured; and asbestos and includes the mere presence of asbestos b. Separately to each insured against whom claim is in any form. ...- : " ." ' • ••• . 4. "Auto" means a land motor vehicle, trailer or semitrailer :. Transfer Of Rights Of Recovery Against Others designed for travel on public roads, including any Us attached machinery or equipment. But "auto" does not a. Trans - include "mobile equipment". 5. "Bodily injury" means physical: If the insured has rights to recover all or part of any payment, including Supplementary Payments, we a. Injury; have made under this Coverage Part, those rights b. Sickness; or are transferred to us. The insured must do nothing c. Disease after loss to impair them. At our request, the sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 f• (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, PhysicalCoverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of „ ,, an "accident" applies only when the "accident" is , time of"loss", is: known to: (1) Permanently installed in or upon (1) You, if you are an individual; the covered "auto" in a housing, opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described in Paragraph 2.a. above or is an 13. UNINTENTIONAL FAILURE TO DISCLOSE integral part of that equipment; or HAZARDS (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. i pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is anywhere in the world provided that if the III - PHYSICAL DAMAGE COVERAGE, we will "insured's" responsibility to pay damages for pay for the expense of returning a stolen covered "auto"to you. "bodily injury" or "property damage" is determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE -,the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION -BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal combustion engine and one or more electric Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more except as follows: electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this Coverage Form, then such Physical Damage 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.if the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number: 72 WE DU9077 Endorsement Number: Effective Date: 12/31/17 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: CASC ENGINEERING AND CONSULTING INC 1470 E COOLEY DR COLTON, CA 92324 This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions: mailing address of the certificate holder(s) on file A. If this policy is cancelled by the Company, other with the agent of record or the Company will be than for non-payment of premium, notice of such sufficient proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsement days in advance of the cancellation effective apply only to active certificate holder(s) who were date to the certificate holder(s) with mailing issued a certificate of insurance applicable to this addresses on file with the agent of record or the policy's term. Company. Failure to provide such notice to the certificate B. If this policy is cancelled by the Company for holder(s) will not amend or extend the date the non-payment of premium, or by the insured, cancellation becomes effective, nor will it negate notice of such cancellation will be provided cancellation of the policy. Failure to send notice within ten (10) days of the cancellation effective shall impose no liability of any kind upon the date to the certificate holder(s) with mailing Company or its agents or representatives. addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in U.S.A. Process Date: 10/10/17 Policy Expiration Date: 12/31/18 ©2011, The Hartford