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C-21-079 - CAJA ENVIRONMENTAL
CONTRACT SERVICES AGREEMENT By and Between CITY OF CARSON and CAJA ENVIRONMENTAL SERVICES, LLC AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF CARSON AND CAJA ENVIRONMENTAL SERVICES, LLC THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this 201h day of April, 2021 by and between the CITY OF CARSON, a California municipal corporation ("City") and CAJA ENVIRONMENTAL SERVICES, LLC a California limited liability company ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RF.CITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Carson's Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant 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, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest 01007.0005/705391.1 -1- professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance ofthe work by City, except such losses or damages as may be caused by City's own negligence. 01007.0005/705391.1 -2- 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service ofthe other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit `B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less 01007.0005/705391.1 -3- contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 01007.0005/705391.1 -4- 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Chris Joseph President/Principal (Name) (Title) Kerrie Nicholson Principal (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all 01007.0005/705391.1 -5- activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes ofthis Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or 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. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant'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. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be the City's Planning Manager, unless otherwise designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at anytime or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 01007.0005/705391.1 -6- 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and. content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: (a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any automobile. (d) Professional Liability. Professional liability insurance appropriate to the Consultant's profession. 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 5 consecutive years 01007.0005/705391.1 -7- following the completion of Consultant's services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer. No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following "cancellation" notice: CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN. [to be initialed] Z— Consult4t Initials 01007.0005/705391.1 -8- City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant'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. 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 Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as provided in Section 5.3. In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant 01007.0005/705391.1 -9- hereunder; and Consultant agrees to save and hold the City, its officers, agents. and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits ofthe insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts 01007.0005/705391.1 -10- from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost ofthe project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such 01007.0005/705391.1 -11- information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, 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 there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant 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 or all of the outstanding invoices 01007.0005/705391.1 -12- during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part ofthe City to give notice of the Consultant'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. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant ofthis 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 or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Riahts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 01007.0005/705391.1 -13- 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may 01007.0005/705391.1 -14- become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant 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 Consultant's performance of services under this Agreement. Consultant 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 Contract Officer. Consultant 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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and 01007.0005/705391.1 -15- to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the ,parties, and none shall be used to interpret this Agreement. No amendment to or modification ofthis Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non -Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be 01 oo7.000snos391.1 -16- "remote" or "non -interests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or.given, and will not pay or give, to any third party. including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01007.0005/705391.1 -17- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first -above written. ATTEST ra;j, O� v %ice CITY: CITY OF CARSON. a municipal corporation Davis -Holmes, Mayor JohnW. Carroll, Sr., C City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP �1 Sunny K. Soltani, City Attorney [BRJ] CONSULTANT: CAJA ENVIRONMENTAL SERVICES, LLC, a California limited liability company By: Name: l S J[ Title: By: Name: Title: Address: 15350 Sherman Way, Suite 315 Van Nuys, CA 91406 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'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 CONSULTANT'S BUSINESS ENTITY. 01007 0005/70539L 1 -18- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT 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. STATE OF CALIFORNIA COUNTY OF LOS ANGELES PIZ 1f —L On 2021 , 2021 before y , personally appeared ,a�proved to me on the basis of satisfactory evidence to be the person(4 whose names(,' is/V6 subscribed to the within instrument and acknowledged to me that he/*K/t4et executed the same in his/lyer/th. ,.* authorized capacity(ie6J, and that by his/her/tl}dir signature(eon the instrument the person(e,, or the entity upon behalf of which the person(4 acted, executed the instrument. 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. Signature: �= *my BRAD BEILINSON Notary Public - California Los Angeles County Commission # 2326872 Comm. Expires May 19, 2024 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. 01007.0005/705391.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01007.0005/705391.1 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services on an on-call basis: In accordance with the California Environmental Quality Act (CEQA), the City follows CEQA Guidelines as its procedures for the review of development projects and other activities to ensure that the environment of the State is protected and enhanced. Pursuant to these procedures, the City anticipates that the preparation of environmental documents may be required for potential future projects. Specifically, Consultant will be responsible for the preparation of Environmental Impact Reports (EIR), Negative Declarations, Mitigated Negative Declarations, Initial Studies, technical studies and other CEQA documentation for proposed projects, and provide services to augment City staff as it relates to CEQA. Under the direction of the City's Planning Manager, Consultant will serve as a coordinator and will provide the range of expertise necessary to carry out the normal functions of CEQA. Additionally, if directed by the City's Planning Manager, Consultant shall provide the following services: A. Assist City staff in managing the environmental processing for private development projects and City -initiated projects, including preparation of environmental documents, attendance at public meetings, regular interface with City staff and other City consultants, and attendance at regularly scheduled coordination meetings as necessary when work is in progress. B. Communicate, cooperate and team with specialized environmental consultants and City staff and other City consultants as necessary. C. Generally provide a full range of environmental consulting services capable of meeting the needs of any given private development or City -initiated project. II. Consultant must perform all on-call Services in compliance with the following requirements: A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task ("Task Budget"), using the itemized fees in Exhibit "C" (including Exhibit "C-1"), whenever a requested task is provided for in Exhibit "C"; an explanation of how the cost was determined; and, a schedule for completion of the task ("Task Completion Date"); which shall all collectively be referred to as the "Task Proposal." C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed. 01007.0005/705391.1 A-1 D. The task shall be performed at a cost not to exceed the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports: A. Periodic progress reports and/or other status reports as specified in each Task Proposal or otherwise as requested by the Contract Officer on a task -by -task basis. IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Chris Joseph, President/Principal B. Kerrie Nicholson, Principal C. Stacie Henderson, Senior Project Manager D. Ryan Luckert, Project Manager E. Seth Wulkan, Project Manager F. Noah Tanski Environmental Consulting (NTEC) - approved subcontractor for purposes of preparing and/or peer reviewing technical noise, air quality, and GHG emissions studies. G. SWCA Environmental Consultants (SWCA) - approved subcontractor for purposes of preparing and/or peer reviewing biological, archaeological, paleontological, and historical resources studies. H. Leighton and Associates - approved subcontractor for purposes of preparing and/or peer reviewing Phase I/II Environmental Site Assessments and geotechnical reports. I. Linscott, Law & Greenspan, Engineers — approved subcontractor for purposes of preparing and/or peer reviewing traffic studies. 01007.0005/705391.1 A-2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) (additions shown in bold italics, deletions shown in str-i,�,�„� ,t,,....o font) I. Section 1.2, "Consultant's Proposal," of the Agreement is hereby amended to read in its entirety as follows: "1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's "Statement of Qualifications" submitted in response to City's RFQ No. 20-026, seepe of wer-k er bid which shall be incorporated herein by this reference as though fully set forth herein (the "Proposal"). In the event of any inconsistency between the terms of the sit Pproposal and this Agreement, the terms of this Agreement shall govern." II. A new Section 1.10, "Compliance with Labor and Wage Laws," is hereby added to the Agreement, to read in its entirety as follows: "1.10 Compliance with Labor and Wage Laws. Certain portions of the Services may be subject to prevailing wages under the Labor Code and to the extent such is true, the below provisions will apply. (a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. (c) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis -Bacon Act (40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer. 01007.0005/705391.1 B- I (d) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (f) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be, responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (g) Eight -Hour Work Qn. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (h) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1 %) times the basic rate of pay. (i) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self - 01007.0005/705391.1 B-2 insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 0) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter I (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review ofthe certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor." III. Section 3.4, "Term," of the Agreement is hereby amended to read in its entirety as follows: "3.4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding five (5) ene-(1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit `D')." IV. Section 4.5, "Prohibition Against Subcontracting or Assignment," of the Agreement is hereby amended to read in its entirety as follows: "4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, with the exception of Noah Tanski Environmental Consulting, which will provide services related to preparing and/or peer reviewing technical noise, air quality, and GHG emissions studies, SWCA Environmental Consultants, which will provide services related to preparing and/or peer reviewing biological, archaeological, paleontological, and historical resources studies, Leighton and Associates, which will provide services related to preparing and/or peer reviewing Phase I/II Environmental Site Assessments and geotechnical reports, and Linscott, Law & Greenspan, Engineers, which will provide services related to preparing and/or peer reviewing traffic studies. Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons 01007.0005/705391.1 B-3 acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City." 01007.0005/705391.1 B-4 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall establish a Task Budget for each Task identifying the subtasks, based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed 51,250,000 as provided in Section 2.1 of this Agreement. V. The Consultant's billing rates for all personnel and other incidental costs are attached as Exhibit C-1. 01007.0005/705391. I C-1 CONSULTANT'S BILLING RATES I. Consultant's rates and expense terms are as follows: A. Hourly rates: principes $30C.0UWhour Proled Managar $270.0[Whour 3enbr Envirn nmrital. Nor~ $230.Whour ErMronm ntal Planner $196.Mhour Asimiaatie EWronrreinlal Plarmer S1180.06hour Aaaiatarrt Env wmerml Planrw $160-fthour Fasaarr�t Assiat mt 5150.00hour lnbvnat Resaarch $95.0111hour Graphics $95.00lhpur Word Pmomising $95.Mhour B. Direct Expenses: • Direct expenses, including but not limited to those items presented below, will be billed at 100 percent of actual cost: • Purchases of project materials; • Technical subconsultants; • Reproduction, printing and photographic costs; • Postage, messenger and overnight mailing; • Travel, telephone, internet access and research fees and other miscellaneous costs. H. Approved subconsultants' hourly rates are as follows: A. Noah Tanski Environmental Consulting - $130/hour. 01007.0005/705391.1 C-1-1 B. SWCA Environmental Consultants (with expense terms): Printipalt tc PMjatt iNartaPO nt SUN - Now* Rolan ode Irivsrrraon Sprddict 3W&43909 Ptajert Wa niBa %41 $133 PhnjerYmianwerXn $205 Ptajact WMnaw VI $123 Project Manager XI $187 FYaject M-39- V $112 Project Mareger X $171 Aagrd Alaraga N $102 Ptcljert M- 39- ix $153 Ptajart h-mga w $92 corraul kv swik" - OubindRawmwces lb ift Raba AV Quaky Technical WmngEditmg 6rnivpe�rr�erad PJRee.oURM t�ardKW9Art�xe m Treininq�Faafttamrg • ���'�`R!7 Scia eft l wZoes ` c ollyoaRoakwafiDn Drraecer Racovay Pmol cWr Phtaig Raaart.,es Subject Wafter Expert QXr-AM =84M Reemwass Speddiat V $112 Spam xn sm Speriam N $102 Specmw Xl $187 %wild rt IN $92 Speckdo X $171 Spate 11 $81 Speckow iX $153 speciatbt1 $ss Sped®>ist Vni $10 Speck vn $133 Tetdricm 11 $57 3peckam Vl $123 Tedriciar 1 $ia Dared expatisas we aubjact to s 15% adMkAshafiva markup and subcontractor expanaaa are subject 10 a iR ad"nistra" nWIRV- lbeas rates do not apply to depositions or Isafirtwiss at adatinis mVva haatvgs and trlels_ Such acti#16a6 tall under our Expert Witness rates. tthict5 vary by stale. A corrInvunicatior0data tae is i waw ad at a rale 0f 3% dlt labor to cover such expenses (i.e.: cell phones, data plans, faxes, etc_)_ Overruns is Invoiced at 12 times Standard rates. Per Liam is biilad at ate CSA rata in place at the time of billing. Mileage is billed at the IRS mileage rale in place at the time of bink -Q. C. Leighton and Associates: Hourly Twhnkmm i TechW" r IUSpacW Vaprrror 8altrTactrYcmntmwikv8paual nsprclor Pravalirp Wapa fdMnalenak tarbw PawMip W� Impactor, nQY WN! soc rrtstlem �3M SYaLm Opwalbm i Mainlrnarcr Specalln wan orslndw T=*V orprj Inq arsor Pak"13WROMY Srpaysar Sarco InGPWAm SRS PrgaaAdMnWA rNVWdAaoaowoapaloW ode Irivsrrraon Sprddict $113 CADOprralor 1147 ats Sprdow $157 61SAnelow $143 Skit EriefnaanGadopztscls•aal $157 dpw*nvWLaho Mort' MaraW 11t3 PmjarJ Erpirar<tfiadagkDScrrtrl $15a Sante Pn*a EnaneanYrdagtsbSneitabSMR 1135 AarmlM $ruts Pnrm$:W 01007.0005/705391.1 C-1-2 su t11a $136 $140 ti166 $163 =166 itgo sm 1230 $250 sm A Linscott, Law & Greenspan, Engineers: ME PER HOUR its Principal Engirmw .......... -- - - — - - - - w..»_ ----------- .3 268.00 Associate Principal Englna8e ._._---.---•---.--------.-_.__-•-_-_-- _._.-3 240.00 PlanningvDasign Manager -----•-.------ -- ._...._.___..._..._....-----_.-._.._..$ 224.00 Transportation Engineer. Senior Transportation Engineer -------- ............ _.......... ......... ............. ........... .3198.00 Transportation Engineer III --- ..... _....... _.._.............. _.......................... _-------- .--- 3175.00 Transportation Engineer II ....... Transport bon Engineer I ............................ .... _.................................... $127.00 Transporbtfon Planners SeniorTraneportation Planner ... _..... _._.__._..____...._. __..__..__-----_._-------3175.00 Transportation Planner III .......... 3148.00 Transportation Planner If ----.__...--.---..-..-•-_--.___.------------------------- ___.#127.00 Transportation Planner I __. ...___.»_. »..M__.__------- --------------------- --- 3113.00 Signal SSysthhm SpeGtaw Senior Signal System Specialist ._______»______._ _.».--•---- ...__...___._........._._3185.01 Signal Systam Specialist III --------- —4158.00 Signal System Specialist II ............... Signal System Specialist I----------------------.----•--------------�..-w- - � ----- 3120.0[ TeohnicAl Support Enginaaring Associate II.------------.------_-..r...._.....-..._-........_.,-._-._--_-.3128.00 Engineering Associate I ............. ........ Engineering Computer Analyst 11 Engineering Computer An"[ I __»_...._----.-------- ...... Senior CADO Drafter ---------------------- _-_--------_..»»_»_._..--.-- --.__.__.$12200 CADD Drafter lil ..__..-.---.-»_-_----____..__»_.___.__.� _._.._.._...--•--�•- .__.3113.00 CADD Drafter - ...... CADD Drafter I - ------- --•- Senior Senior Engineering Technician _.._.. ----- .. ..--- --- ._._.�_.------•-.---... 3122.00 Engineering Technician II ..------_-__-.--._.--•-.-•- Engineering Technician Wad ProcessorlSecsetary+--_..�.------.__-------•--- -----_..»_._ _ ._----•--_._ 180.00 Enginaaring Aide I ....... ..»__-.---•--_---_--_..._...__ ._ .____ __..$81.00 01007.0005/705391.1 C-1-3 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform Consultant shall perform all Services on an on-call basis as set forth in Exhibit "A." II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Per Task Proposal. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01007.0005/705391.1 D-1 4KCAJA Environmental Services 15350 Sherman Way, Suite 315 Van Nuys, CA 91406 Phone 253-495-7350 May 24, 2021 City of Carson - Planning Division Maria Gonzalez, Division Secretary 701 E. Carson Street Carson, CA 90745 RE: Executed Contract Ms. Gonzalez: Please find enclosed two executed copies of the consultant agreement as well as insurance certificates. If you have any questions on the contract or insurance items to discuss, please contact Andrea Schultz in my office. Her contract info is andrea@ceqa-nepa.com or 310-469-6702. We look forward to working with the City of Carson in the near future! Sincerely, CAJA Environmental Services, LLC Chris Joseph President ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDfYYYY) 5/4/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Roger Stone Insurance Agency 5015 Birch Street Newport Beach CA 92660 CONTACT NAME: PHONE I FAX _(A/C. No. Ex 949-265-4167 (A/C, No): 949-757-0375 aoD"a'Ess: Josie stoneins.com _ INSURER(S) AFFORDING COVERAGE NAIC # Y I _ _ INSURER A: Admiral Insurance CO. 24856 FEIECC17011407 INSURED CAJAENV-01 CAJA Environmental Services LLC INSURER B: Hartford Casualty29424 51,000,000 EACH OCCURRENCEDAMAGE 15350 Sherman Way #315 INSURERC: INSURERD: Van Nuys CA 91406 INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER: 1978109484 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR f TYPE OF INSURANCE ADDLiSUBR NUMBER POLIPOLICY MM1DOYIYYI Y MMLICY EXP 1DDfYYYY1 LIMITS A X COMMERCIAL GENERAL LIABILITY j CLAIMS -MADE C OCCUR Y I Y FEIECC17011407 8/23/2020 8/23/2021 51,000,000 EACH OCCURRENCEDAMAGE TO PREMISES Ea occurrence) S50,000 X CONTR POLL LIAB I MED EXPone An ( y person) 55,000 PERSONAL INJURY S1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: _BADV GENERAL AGGREGATE S2,000,000 X POLICY EllPE� LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: III S A !AUTOMOBILE i !� LIABILITY ANY AUTO ; Y ! Y FEIECC1700407 I 8/23!2020 ( 8/23/2021 COMBINED SINGLE LIMIT S1.000,000 Ea accident BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS i BODILY INJURY (Per accident) S HIEDX NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE S Per accident S A —xi I UMBRELLA LIAS X OCCUR FEIEXS1700507 8/23/2020 8/23/2021 EACH OCCURRENCE 54,000,000 EXCESS LIAB CLAIMS MADE AGGREGATE 54,000,000 DED i I RETENTION S s I B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y! N ANYPROPRIETOR/PARTNER/EXECUTIVE F OFFICER/MEMBEREXCLUDED? (Mandatory In NH) ( I �N/A 1 I Y 72WECLY5923 I 91812020 I 9/8/2021 X !PER STATUTE T E.L. EACH ACCIDENT j S1,000,000 E.L. DISEASE- EA EMPLOYEE' S1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below I I E.L. DISEASE - POLICY LIMIT i S1,000,000 A PROFESSIONAL LIABILITY I FEIECC17OD407 8/2312020 i 8/23/2021 JAGGREGATE 2,000,000 EACH CLAIM 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Environmental consulting - City of Carson Contract Services City of Carson, its elected and appointed officers, employees, volunteers and agents are named Additional Insured as respects General Liability and Hired/Non-Owned Auto Liability. Insurance is primary/non-contributory. Waiver of subrogation applies as respects General Liability, Hired/Non-Owned Auto Liability and Workers Compensation. Blanket endorsement forms ECC -319-0712, CG20370704, ECC -548-0317, ECC -320-0712, WC990303B and Hired and Non -Owned Auto Liability Coverage endorsement form ECC -353-0217 attached. '.i#1lillL" 3G0-ISe1-lil City of Carson 701 E. Carson St. Carson CA 90745 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE APPROVED THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN G ACCORDANCE WITH THE POLICY PROVISIONS. 6/14/2021 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Caja Environmental Services, LLC Automatic Additional Insured — Owners, Lessees or Contractors This endorsement, effective 8/23/2020 attaches to and forms a part of Policy Number FEI-ECC-17004-07. This endorsement changes the Policy. Please read it carefully. ECC -319-0712 In consideration of an additional premium of SA.pplied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to name as an additional insured. However, this status exists only for the project specified in that contract. The person or organization shown in this Schedule is included as an insured, but only with respect to that person's or organization's vicarious liability arising out of your ongoing operations performed for that insured. W'Ipoilldl Caja Environmental Services, LLC Additional Insured - Owners, Lessees or Contractors - Completed Operations This endorsement, effective 8/23/2020 attaches to and forms a part of Policy Number FEI-ECC-17004-07. This endorsement changes the Policy. Please read it carefully. In consideration of an additional premium of SApplied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Any person(s) or organization(s) whom the Named Insured Those project locations where this agrees, in a written contract, to name as an additional insured. endorsement is required by contract. However, this status exists only for the project specified in that contract. 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 additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" 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". CG 20 37 07 04 © ISO Properties, Inc., 2004 Caja Environmental Services, LLC AVWRAL *MMV- Automatic Primary and Non-Contributory Insurance Endorsement Designated Work Or Project(s) This endorsement, effective 8/23/2020 attaches to and forms a part of Policy Number FEI-ECC-17004-07. This endorsement changes the Policy. Please read it carefully. This endorsement modifies insurance provided under the Coverage Part(s) indicated below: COMMERCIAL GENERAL LIABILITY COVERAGE CONTRACTORS POLLUTION LIABILITY COVERAGE PROFESSIONAL LIABILITY COVERAGE SCHEDULE Name of Person or Organization: Any person(s) or organization(s) whom the Named Insured agrees, in a written contract, to provide Primary and/or Non-contributory status of this insurance. However, this status exists only for the project specified in that contract. In consideration of an additional premium of SApplied and notwithstanding anything contained in this policy to the contrary, it is hereby agreed that this policy shall be considered primary to any similar insurance held by third parties in respect to work performed by you under any written contractual agreement with such third party. It is further agreed that any other insurance which the person(s) or organization(s) named in the schedule may have is excess and non- contributory to this insurance. ECC -548-0317 Caja Environmental Services, LLC ansux�t � . Automatic Waiver of Subrogation Endorsement This endorsement, effective 8/23/2020 attaches to and forms a part of Policy Number FEl-ECC-17004-07. This endorsement changes the Policy. Please read it carefully. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person(s) or organization(s) to whom the Named Insured agrees, in a written contract, to provide a waiver of subrogation. However, this status exists only for the project specified in that contract. The Company waives any right of recovery it may have against the person or organization shown in the above Schedule because of payments the Company makes for injury or damage arising out of the insured's work done under a contract with that person or organization. The waiver applies only to the person or organization in the above Schedule. Under no circumstances shall this endorsement act to extend the policy period, change the scope of coverage or increase the Aggregate Limits of Insurance shown in the Declarations. ECC -320-0712 AVNMU*==, Caja Environmental Services, LLC Hired and Non -Owned Auto Liability Coverage Endorsement This endorsement, effective 8/23/2020 attaches to and forms a part of Policy Number FEI-ECC-17004-07. This endorsement changes the Policy. Please read it carefully. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of an additional premium of $Applied, this endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is hereby agreed that insurance is provided only with respect to those coverages for which a specific Sub -Limit of Insurance is shown: SUB -LIMIT OF INSURANCE SCHEDULE Coverage Sub -Limits of Insurance Hired Auto Liability and Non -Owned Auto $1,000,000 Each Occurrence Sub -Limit Insurance Hired Auto Liability and Non -Owned Auto S 1,000,000 Aggregate Sub -Limit (included in Insurance General Aggregate Policy) A. HIRED AUTO LIABILITY The insurance provided under this policy applies to "bodily injury" or "property damage" arising out of the maintenance or use of a "hired auto" by you or your "employees" in the course of your business. B. NON -OWNED AUTO LIABILITY The insurance provided under this policy applies to "bodily injury" or "property damage" arising out of the use of a "non -owned auto" by any person other than you in the course of your business. C. CHANGES IN EXCLUSIONS Solely with respect to the insurance provided by this endorsement: a. SECTION I — COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended by the deletion of the following Exclusion items: (c.) Liquor Liability; (e) Employer's Liability; (g.) Aircraft, Auto or Watercraft; (h.) Mobile Equipment; (i.) War; 0.) Damage To Property; (k.) Damage To Your ECC -353-0217 Page 1 of 4 Caja Environmental Services, LLC Product;( m.) Damage To Impaired Property Or Property Not Physically Injured; (n,) Recall Of Products, Work Or Impaired Property; and (o) Personal And Advertising Injury. b. SECTION I — COVERAGES, COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is amended by the addition of the following exclusions: i. "Bodily injury": a) To an "employee" of the insured arising out of and in the course of employment by the insured; or b) To the spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion shall apply: a) Whether the insured may be liable as an employer or in any other capacity; b) To any obligation to share damages with or repay someone else who must pay damages because of injury; or c) To any liability assumed by the insured under an "insured contract". This exclusion shall not apply to: a) "Bodily injury" to "domestic employees" not entitled to worker's compensation benefits. ii. "Property damage": a) To any vehicle rented or hired under a written rental contract or agreement; or b) To property owned or transported by, or rented to or loaned to the insured or in the insured's care, custody or control. D. SECTION II — WHO IS AN INSURED is deleted in its entirety with respect to coverage afforded by this endorsement and replaced by the following: Each of the following is an insured under this insurance to the extent set forth below: a. You; b. Any other person using a "hired auto" with your permission in the course of your business; c. With respect to a "non -owned auto", any partner or "executive officer" of yours, or any employee of yours but only while such "non -owned auto" is being used in your business and only if the "non -owned auto" is not operated by you; or ECC -353-0217 Page 2 of 4 Caja Environmental Services, LLC d. Any other person or organization, but only with respect to their liability because of acts or omissions of an insured under a_, b. or c. above. None of the following is an insured under this insurance: a. Any person engaged in the business of his or her employer with respect to "bodily injury" to any co -"employee" of such person injured in the course of employment, or to the spouse, child parent, brother or sister of that co -"employee" as a consequence of such "bodily injury", or for any obligation so share "damages" with or repay someone else who must pay "damages" because of the injury; b. Any partner or "executive officer" with respect to an "auto' owned by such partner or "executive officer" or a member of their household; c. Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business" you own or operate; d. The owner or lessee, of whom you are a sublessee, of a "hired auto' or the owner or lessee of a "non -owned auto' or any agent or "employee" of any such owner or lessee; e. Any person or organization with respect to the conduct of any current or past partnership joint venture or limited liability company that is not shown as a Named Insured in the Declarations. E. DEFINITIONS: The following additional definitions apply to coverage provided by this endorsement: 1. "Auto business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Domestic employees" are persons engaged in household or domestic work performed principally in connection with a residence premises. 3. "Hired auto' means any "auto' you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, or rent under a lease or rental agreement for a period of 180 days or more or any "auto' you lease, hire, rent or borrow from any of your "employees", your partners or your "executive officers", or members of their households. 4. "Non -owned auto' means any "auto' you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes "autos" owned by your "employees", your partners or your "executive officers, or members of their households, but only while used in your business. F. LIMITS The Sub -limits of Insurance shown in the Schedule above shall be the most we will pay regardless of the number of "hired autos", "non -owned autos", insureds, "claims" made, or "suits" brought, or persons or organizations making "claims" or "suits". The Each Occurrence Sub -Limit and the Aggregate Sub -Limit shown in the Schedule above are subject to and not in addition to the General ECC -353-0217 Page 3 of 4 Caja Environmental Services, LLC Aggregate Limit shown in the Declarations, and any payments made under either such limit are part of and shall erode the General Aggregate Limit of Insurance shown in the Declarations. The Aggregate Limit indicated in the Schedule shown above, subject to the Each Occurrence Limit indicated in the Schedule shown above, is the most we will pay as "damages" for "bodily injury" or "property damage" sustained regardless of how many persons assert claims or "suits" against you. G. CHANGES IN CONDITIONS The insurance provided by this endorsement is excess over any of the other insurance covering the "hired auto" or "non -owned auto", whether primary, excess, contingent or on any other basis, that applies to "bodily injury" or "property damage" arising out of the use or maintenance of a "hired auto" or "non -owned auto". ECC -353-0217 Page 4 of 4 F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 72 WEC LY5923 . Endorsement Number: Effective Date: 09/08/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: CAJA ENVIRONMENTAL SERVICES LLC 15350 SHERMAN WAY STE 315 VAN NUYS CA 91406 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION 1 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART - THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART - SIX 2 01 Employers' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C. Exclusions 4 C. Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III 6 Washington, West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Process Date: 07/30/19 © 2000, The Hartford Page 1 of 6 Policy Expiration Date: 09/08/20 SECTION I PARTS ONE and TWO PART THREE 1. WE WILL ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One (WORKERS' Paragraph 4. of A. How This Insurance Applies of COMPENSATION INSURANCE); and Part 3 (Other States Insurance) is replaced by the following: E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is 4. If you have work on the effective date of this replaced by the following: policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded We Will Also Pay for that state unless we are notified within sixty We will also pay these costs, in addition to days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our C. Transfer Of Your Rights and Duties of Part 6 request, INCLUDING loss of earnings; (Conditions) is replaced by the following: 2. premiums for bonds to release Your rights or duties under this policy may not be attachments and for appeal bonds in transferred without our written consent. bond amounts up to the limit of our liability under this insurance; If you die and we receive notice within sixty days 3. litigation costs taxed against you; after your death, we will cover your legal representative as insured. 4. interest on a judgment as required by law 4. Liberalization until we offer the amount due under this law; and If we adopt a change in this form that would broaden 5. incur. the coverage of this form without extra charge, the expenses we broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS' 3. The bodily injury must occur in the United LIABILITY COVERAGE States of America, its territories or 5. Voluntary Compensation Insurance possessions, or Canada, and may occur elsewhere if the employee is a United States A. How This Insurance Applies or Canadian citizen, or otherwise legal This insurance applies to bodily injury by resident, and legally employed, in the United accident or bodily injury by disease. Bodily States or Canada and temporarily away from injury includes resulting death. those places. 1. The bodily injury must be sustained by 4. Bodily injury by accident must occur during any officer or employee not subject to the the policy period. workers' compensation law of any state 5. Bodily injury by disease must be caused or shown in Item 3.A. of the Information aggravated by the conditions of the Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6 officer's or employee's employment. The If the persons entitled to the benefits of this officer's or employee's last day of last insurance make a recovery from others, they exposure to the conditions causing or must reimburse us for the benefits we paid them. aggravating such bodily injury by disease F. Employers' Liability Insurance must occur during the policy period. Part Two (Employers' Liability insurance) applies B We Will Pay to bodily injury covered by this endorsement as We will pay an amount equal to the benefits though the State of Employment was shown in that would be required of you as if you and Item 3.A. of the Information Page. your employees were subject to the workers' This provision 5. does not apply in New Jersey or compensation law of any state shown in Item Wisconsin. 3.A. of the Information Page. We will pay those amounts to the persons who would be EMPLOYERS' LIABILITY STOP GAP COVERAGE entitled to them under the law. 6. Employers' Liability Stop Gap Coverage C. Exclusion A. This coverage only applies in Montana, North This insurance does not cover: Dakota, Ohio, Washington, West Virginia and 1. any obligation imposed by workers' Wyoming. compensation or occupational disease B. Part One (Workers' Compensation Insurance) law or any similar law. does not apply to work in states shown in Paragraph A above, 2. bodily injury intentionally caused or aggravated by you. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though 3. officers or employees who have elected they were shown in Item 3.A. of the Information not to be subject to the state workers' Page. compensation law. D. Part Two, Section C. Exclusions is changed by 4. partners or sole proprietors not covered adding these exclusions. under the Standard Sole Proprietors, Partners, Officers and Others Coverage This insurance does not cover; Endorsement. 5. bodily injury intentionally caused or D. Before We Pay aggravated by you or in Ohio bodily injury resulting from an act which is determined by Before we pay benefits to the persons an Ohio court of law to have been committed entitled to them, they must: by you with the belief than an injury is 1. Release you and us, in writing, of all substantially certain to occur. However, the responsibility for the injury or death. cost of defending such claims or suits in Ohio 2. Transfer to us their right to recover from is covered. others who may be responsible for the 13. bodily injury sustained by any member of the injury or death. flying crew of any aircraft. 3. Cooperate with us and do everything 14, any claim for bodily injury with respect to necessary to enable us to enforce the which you are deprived of any defense or right to recover from others. defenses or are otherwise subject to penalty If the persons entitled to the benefits of this because of default in premium under the insurance fail to do those things, our duty to provisions of the workers' compensation law pay ends at once. If they claim damages or laws of a state shown in Paragraph A. from you or from us for the injury or death, E. This insurance applies to damages for which you our duty to pay ends at once. are liable under West Virginia Code Annot. S 23- E. Recovery From Others 4-2• If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance 4. Item 3.6. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2, sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: E F. G 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: '� SECTION III B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6