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19-0125_STETSON ENGINEERS, INC._Letter Agreement
32400 PASEO ADELANTOvot,) MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO.CA 92675 4 ,4 (949)4931171 puler. TROY BOURNE (949)4931053 Fax mlwnuo1961 SERGIO FARIAS WWW.sanjuancapistrano.org 1776 BRIAN L.MARYOTT • I' • DEREK REEVE JOHN TAYLOR January 25, 2019 Stetson Engineers Inc. 785 GRAND AVE SUITE 202 CARLSBAD, CALIFORNIA To: Steve Reich Letter Agreement for Annual Statement of Diversion and Use This letter shall be our Agreement ("Letter Agreement") regarding the Annual Statement of Diversion and Use, the Statement of Cessation of Use, and the SB-88 Compliance Issues described below ("Services") to be provided by Stetson Engineers Inc., ("Consultant") as an independent contractor to the City of San Juan Capistrano (the "City") for the City's Annual Statement of Diversion and Use ("Project"). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as "Party" or "Parties." The Services to be provided include the following: prepare and submit annual Statements of Diversion and Use (SDU) to the State Water Resources Control Board (SWRCB) that documents water use; in addition to providing checking of the City's Cessation of Use for concurrence with the SDU, and consulting on compliance with SB- 88, as more particularly described in the Scope of Services attached hereto as Exhibit "A" and are incorporated herein by reference. Services on the Project shall begin immediately and shall be completed by July 31, 2019, unless extended by the City in writing. Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement. 1 Stetson Engineers Inc. January 25, 2019 Page 2 of 6 Consultant has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of equal competence upon written approval of the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Steve Reich Compensation shall be based on the actual amount of time spent in adequately performing the Services and shall be billed at the hourly rate(s) described in the Consultant's rate sheet, attached hereto as Exhibit "A" and incorporated herein by reference. The total compensation shall not exceed $6,650 without written approval of the City Manager. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City on a monthly basis as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 2 Stetson Engineers Inc. January 25, 2019 Page 3 of 6 Consultant shall provide proof of commercial general liability, business auto liability, and professional liability/errors and omissions insurance to the City in amounts and with policies; endorsements and conditions required by the City for the Services. The City, its elected officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Consultant's policies of commercial general liability and automobile liability insurance, which shall also contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. If Consultant is an employer or otherwise hires one or more employees during the term of this Project, Consultant shall also provide proof of workers compensation coverage for such employees, which meets all requirements of State law, with endorsements and conditions required by the City. The certificate of insurance attached hereto as Exhibit "B" contains limits of insurance that are acceptable to the City. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees, subconsultants, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or volunteers. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the 3 Stetson Engineers Inc. January 25, 2019 Page 4 of 6 Environmental Protection Agency, the State Water Resources Control Board and the City. By executing this Letter Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. 4 Stetson Engineers Inc. January 25, 2019 Page 5 of 6 Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement. Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. Signatures on following page 5 Stetson Engineers Inc. January 25, 2019 Page 6 of 6 SIGNATURE PAGE TO LETTER AGREEMENT FOR ANNUAL STATEMENT OF DIVERSION AND USE ( CITY OF SAN JUAN CAPISTRANO STETSON ENGINEERS INC. Approved By.' /r / I = _ ja 'iriegel City Manager Ste n B. e(ch 'r/ 661 Date Y �rt nr� peg Title Atte to B n ! fi_5-/20/9 Date Ma'ia-Morris, City I-rk Appr+o To Form: Attorney 6 SCOPE OF WORK AND COST PROPOSAL Expert Technical Water Rights and Compliance Services to The City of San Juan Capistrano for Preparation of 2018 Supplemental Statements of Diversion and Use, and SB88 Compliance JANUARY 25,2019 PREPARED FOR CITY OF SAN JUAN CAPISTRANO rMI STETSON ENGINEERS INC. PREPARED By: STETSON ENGINEERS INC. CARLSBAD,SAN RAFAEL,AND COVINA,CALIFORNIA MESA,ARIZONA Exhibit A 1.0 PROPOSAL This proposal is submitted by Stetson Engineers, Inc to the City of San Juan Capistrano (City). The purpose of this scope of work is to provide expert technical support to prepare the City's 2018 Supplemental Statements of Diversion and Use, and Senate Bill 88 (SB88) compliance requirements to the State Water Resources Control Board (SWRCB). This scope of work covers preparation of water use statements for calendar year 2018. This scope also includes providing advice for compliance with diversion measurement requirements associated with Senate Bill 88 (SB 88). Stetson Engineers has provided expert technical advice to City in support of its water rights and related tasks since 2014. CONTRACTOR INFORMATION Stetson Engineers Inc. 785 Grand Ave Suite 202 Carlsbad,California (760)730-0701 (415)457-1638(FAX) stever@stetstonengineers.com(e-mail) • Contract Person: Stephen Reich Tax Payer Identification No. (TIN)94-2452155 Stetson is a Federal Small Business AREA OF EXPERTISE Stetson Engineers Inc. will provide Mr. Reich and support staff experience in water rights, hydrogeology, engineering, and compliance. Mr. Reich currently provides expert witness services and negotiations support to Brownstein Hyatt Farber Schreck, LLP in support of the City's water rights. 2.0 STATEMENT OF WORK The City is required to submit annual Supplemental Statements of Diversion and Use to the SWRCB to document water use within the City. This scope of work covers preparation of these documents for calendar year 2018. This scope also includes providing advice for compliance with diversion measurement requirements associated with SB 88. Stetson Engineers Inc. 1 25 January 2019 Scope of Work and Cost Proposal—City of San Juan Capistrano The 2018 Supplemental Statements of Diversion and Use are due to the SWRCB by July 1, 2019. However,the San Juan Basin Authority(SJBA) is required to file water right permittee holder information for their Permit 21074 by April 1, 2019. The Permit 21074 filings by the SJBA will require information on the City's riparian claims; as such, the City's Statements of Diversion and Use should be completed prior to April 1, 2019. The work to be performed by Stetson Engineers Inc. is described below in the Task 1 description. Task 1 —Provide Water Rights Stetson will review the 2018 Cessation of Use statements for consistency with the expected Supplemental Statements of Diversion and Use. In December 2018, the City provided the 2018 Cessation of Use Statements for subsequent review by Stetson. Stetson will review and comment on the 2018 Cessation of Use statements before developing the Supplemental Statements of Diversion and Use. Stetson will also compile groundwater well and meter data provided by the City to develop Supplemental Statements of Diversion and Use. The City will provide monthly pumping at all City-owned wells, meter records at riparian parcels, and electrical consumption records for wells without meters, if available. Areas with riparian water use will be based upon the parcels and meters identified in the 2015 Initial Statements of Diversion and Use. Development of the 2018 Supplemental Statements of Diversion and Use will address all SB88 compliance requirements, including consistency with 2016 and 2017 submittals. Any discrepancies or missing SB88 information will be investigated with the City and updated in the 2018 filing with the SWRCB. The SJBA is required to file a Report of Permittee to the SWRCB by April 1, 2019 for their groundwater pumping to the Groundwater Recovery Plant(GWRP)under Permit 21074. Riparian water use by the City will need to be accounted for in the filings for the permit. Stetson will complete a Supplemental Statement of Diversion and Use for each well. The forms will be reviewed by the City before final forms are completed. Final forms will be then be provided for the City's representative for review and filed electronically by Stetson Engineers in the SWRCB's electronic Water Rights Information Management System (eWRIMS). The estimated cost of this task is $6,650. Stetson Engineers Inc. 2 25 January 2019 Scope of Work and Cost Proposal—City of San Juan Capistrano 3.0 DELIVERABLES Deliverables for the tasks identified in this proposal are included above in the description of each task. 4.0 SUMMARY OF COSTS A summary of cost have been provided below for Task 1 outlined in this scope of work and cost proposal. Stetson Engineers will perform the requirement for this task order based on professional time and expenses not to exceed the costs identified in the following summary table. Attachment 1 provides a detail of professional services and reimbursable costs by staff type for Task 1. SUMMARY OF 2018 COSTS TO PROVIDE WAT1;R RIGHTS AND COMPLIANCE SERVICES 1"O THE CITY Of'SAN JUAN CAPISTRANO Task Description Cost 1 Provide Expert Technical Support to $6,650 Prepare City's 2018 Supplemental Statements of Diversion and Use, and SB88 Compliance Total Cost $6,650 Stetson Engineers will perform the requirement for this task order based on professional time and expenses not to exceed the costs identified in this scope of work and cost proposal without written approval. Stetson Engineers Inc. 3 25 January 2019 Scope of Work and Cost Proposal-City of San Juan Capistrano "'1 STETS-1 OP ID: RB A�Rte► CERTIFICATE OF LIABILITY INSURANCE DATEiMM/DDlYYVY) 06/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 certific d'halder'in'iie4 of such endorsement(s). PRODUCER 408-24i:4)014 CONTACT Inspro Agents&Brokers Ins Sery InsPro-Jim Lohmann x105-(A&E) JULPONE 408-241-0014 FAX 408-241-0037 Insurance Services .,ly J 6 Ail 9 �( iC,No,Ext): 1(Aro,No): 4020 Moorpark Avenue,#104 4 ~� San Jose,CA 95117 PORESB: —_ Rhonda Buck et�-TY C1771,1.; _-_ INSURER(S)AFFORDING COVERAGE NAIL# „INSURER A:Nat'l Fire Ins Co ofHar#19682 INSURED Stetson Engineers,Inc. S.1J ` 'je t? pr'm' ' ;. lr7'suRERe: Continental Ins Co#35289 2171 E.Francisco Blvd,Ste.K INSURER c:Continental Casualty Co.#20443 San Rafael,CA 94901 INSURERD:Hartford Ins Co of Mid.#37478 INSURER E:U.S.Specialty Ins. Co.#29599 INSURER F: COVERAGES CERTIFICATE NUMBER; REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 10 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 TYPE OF INSURANCE , 0 WVD POLICY NUMBER INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR IMN/DD/YYYYI IMM/DD/YYYY] A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ,S 1,000,000 CLAIMS-MADE X OCCUR 2099943204NTED 07/01/2018 07/01/2019 �g((EiE.t encs) z 300,000 MED EXP 1.Antoneperson) $ 10'000 _ - PERSONAL&ADV INJURY I$ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO- (( j2,000,000 POLICY JECT L_ LOG PRODUCTS-COMP/OP AGG I$ OTHER: $ B I AUTOMOBILE LIABILITY COMBINED/Esau/den*SINGLE LIMIT $ 1,000,000 X ANY AUTO B2099943218 07/01/2018 07/01/2019 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSRE� ONLY AUTOS y/ BODILYB�pINJURYTp (Per accident),$ X AUTOS ONLY - X,VMS (PrxgatltleMlE $ $ CUMBRELLA LIAR X OCCUR3,000,000 EAOH OCCURRENCE $ X EXCESS LIAB CLAIMS-MADE B2099445066 07/01/2018 07/01/2019 AGGREGATE $ 3,000,000 DED 1 X i,RETENTION$ 0 _ S DAHATIONX ` TTUTBD EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEY_/tk 57WECZX9384 07/01/2018 07/01/2019 1,000,000 OFFICER/MEM EXCLUDED? N/A I _E.-_ Acaoeur , $ (Mandatory In NH) ' E.L.DISEASE-EA EMPLOYEE-$ ___ 1,000,000 It yes,describe under I 1,000 000 pESCRIPTIQN OF OPERATIONS below E.L.DISEASE-POUCYUNIT S ' E Professional Liab. USS1828825 07/01/2018 07/01/2019 ea.claim 2,000,000 deductible$75,000 aggregate 2,000,000 • DESCRIPTION OF OPERATORS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of San Juan Capistrano its officers, agents, officials,employees and volunteers are additional insured as required by written contract with respect to operations of the named insured per form SB300176D and CA20481013 attached.Waiver of subrogation per attached WC990303B. CERTIFICATE HOLDER CANCELLATION CITY-33 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF SAN JUAN CAPISTRANO THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 32400 PASEO ADELANTO SAN JUAN CAPISTRANO,CA 92675 AUTHORIZED REPRESENTATIVE C1� ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights resstved. The ACORD name and logo are registered marks of ACORD l,. CNA Insurance SB300176D (Ed 6-16) 13. BLANKET ADDITIONAL INSURED WITH PRODUCTS COMPLETED OPERATIONS COVERAGE AND BLANKET WAIVER OF SUBROGATION A. WHO IS AN INSURED is amended to include as an insured, any person or organization who you are required to add as an additional insured on this policy under a written contract or written agreement, but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy, and 2. Executed prior to the: a. "Bodily Injury" or "Property Damage", or b. Offense that caused the "personal and advertising injury" for which the additional insured seeks coverage. B. The insurance provided to the additional insured is limited as follows: 1. That person or organization is an additional insured only with respect to such person or organization's liability for: a. "Bodily injury", "property damage" or "personal and advertising injury" to the extent caused by: (1) Your acts or omissions; or (2) Acts or omissions of those acting on our behalf; in the performance of your ongoing operations specified in the written contract; or b. "Bodily injury" or "property damage" to the extent cause by "your work" specified in the written contract or written agreement and included in the "products completed operations hazard", but only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This coverage part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less.These limits of Insurance are inclusive of, and not in addition to,the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to "bodily injury", "property damage", "personal and advertising injury" arising out of an architect's, engineers, or surveyor's rendering of or failure to render any professional services, including; a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as a construction manager, or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. 4. This insurance provided to the additional insured does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties in the Event of Occurrence, Offense, Claim or Suit is amended to add the following; An Additional Insured under this policy will as soon as practicable 1. Give written notice of an occurrence or an offense to us which may result in a claim or "suit" under this insurance 2. Tender the defense and indemnity of any claim or "suit" to us for a loss we cover under this coverage part; 3. Except as provided for in paragraph D.2. below; a. Tender the defense and indemnity of any claim or "suit" to any other insurer which also has insurance for a loss we cover under this coverage part, and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this coverage part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit" from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. And 3. And replace them with the following; 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or any other basis. But if required by written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any"Suit" if any other insurer has a duty to defend the additional insured against that "Suit" if no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b)The total of all deductible and self- insured amounts under all that other insurance; We will share the remaining loss, if any, with any other insurance this is not described in this Excess Insurance provision and was not brought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. Additional Insured — Extended Coverage When an additional insured is added by this or any other endorsement attached to this Coverage Part, Who Is An Insured is amended to make the following natural person insureds; If the additional insured is: a. An individual, then his or her spouse is an insured b. A partnership or joint venture,then its partners, members and their spouses are insureds C. A limited liability company, then its members and managers are insured; or d. An organization other thank a partnership,joint venture or limited liability company, then its executive officers, directors and shareholders are additional insureds; But only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. F. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person shall also be insured under this policy; provided, however; coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property,jointly held property or transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouse of members or partners of joint ventures or partnership Named Insureds are insureds with respect to such spouse' acts, errors or omissions in the conduct of the Named Insured's business. G. Blanket Waiver of Subrogation The condition entitled TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of the Businessowners Common Policy Conditions is amended to delete paragraph 2.and replace it with the following: 3. We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included within the "products completed operations hazard". NAMED INSURED: STETSON ENGINEERS INC. Policy Number: B2099943204 Policy Term: July 1, 2018 to July 1, 2019 SB300176D (Ed. 6-16)This is an abbreviated portion of the form. The entire 16 page form is available for review upon request. All other terms and conditions of the policy remain unchanged. POLICY NUMBER: B2099943218 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are'insureds'for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the Inception date of the policy unless another date is indicated below. Named Insured: Stetson Engineers Inc Endorsement Effective Date: 07/01/2018 SCHEDULE Name Of Person(s)Or Organization(s): ANY PERSON OR ORGANIZATION AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule,if not shown above,will be shown in the Declarations. - Each person or organization shown in the Schedule is an Autos Liability Coverage in the Business Auto and Motor Timst "insured"for Covered Autos Liability Coverage, but only Carrier Coverage Forms and Paragraph D.2. of Section to the extent that person or organization qualifies as an - Covered Autos Coverages of the Auto Dealers - "insured" under the Who Is An Insured provision Coverage Form. contained in Paragraph A.1. of Section II - Covered CA 20 48 10 13 Copyright, Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WEC ZX9384 Endorsement Number: Effective Date: 07/01/18 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STETSON ENGINEERS INC 2171 E FRANCISCO BLVD SUITE K SAN RAFAEL CA 94901 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.8100) Page 1 of 6 Process Date: 05/22/18 Policy Expiration Date:07/01/19 ©2000, The Hartford 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 E. We Will Also Pay of Part Two following (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 We Will Also Pay Information Page, coverage will not be afforded 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 attachments and for appeal bonds in Your rights or duties under this policy may not be bond amounts up to the limit of our transferred without our written consent. 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 4. interest on a judgment as required by law representative as insured. until we offer the amount due under this 4 Liberalization law; and 11 we adopt a change in this form that would broaden 5. expenses we incur. the coverage of this form without extra charge, the broader coverage will apply to this policy 11 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 A. How This Insurance Applies elsewhere if the employee is a United States 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 Page. aggravated by the conditions of the 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.k of the Information Page We will pay EMPLOYERS'LIABILITY STOP GAP COVERAGE those amounts to the persons who would be 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 Wyoming. 1. any obligation imposed by workers' B. Part One (Workers' Compensation Insurance) compensation or occupational disease does not apply to work In states shown In law or any similar law. 2. bodily injury intentionally caused or Paragraph A above. 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 Before we pay benefits to the persons resulting from an act which is determined by 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. Foreign Voluntary Compensation and Employers' Item 3.B.of the Information Page Is replaced by Liability Reimbursement the following: A. How This Reimbursement Applies B. Employers' Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an The Limits of Liability under Part Two are officer or employee. the higher of: 2. The bodily injury must occur in the course of employment necessary or incidental to work Bodily Injury in a country not listed in Exclusion C.1. of this by Accident $500,000 Each Accident provision. 3. Bodily injury by accident must occur during Bodily Injury the policy period. by Disease $500,000 Policy Limit 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's last by Disease $500,000 Each Employee exposure to those conditions of your employment must occur during the policy OR period. B. We Will Reimburse 2. The amount shown in the Information We will reimburse you for all amounts paid by Page. you whether such amounts are: This provision 1 of EXTENDED OPTIONS does 1 voluntary payments for the benefits that not apply in New York because the Limits Of Our would be required of you if you and your Liability are unlimited. officers or employees were subject to any In this provision the limits are changed from workers' compensation law of the state of $500,000 to$1,000,000 in California. hire of the individual employee. 2. Unintentional Failure to Disclose Hazards 2. sums to which Part Two (Employers' Liability If you unintentionally should fail to disclose all Insurance) would apply it the Country of existing hazards at the inception date of your Employment were shown in Item 3.A. of the policy, we shall not deny coverage under this Information Page. policy because of such failure. C. Exclusions 3. Waiver of Our Right To Recover From Others This Insurance does not cover: A. We have the right to recover our payments I. any occurrences in the United States, from anyone liable for an injury covered by Canada, and any country or jurisdiction this policy. We will not enforce our right which is the subject of trade or economic against any person or organization for whom sanctions imposed by the laws or regulations you perform work under a written contract of the United States of America in effect as of that requires you to obtain this agreement the inception date of this policy. from us. 2. any obligation imposed by a workers' This agreement shall not operate directly or compensation or occupational disease law, indirectly to benefit anyone not named in the or similar law. agreement. 3. bodily injury intentionally caused or B. This provision 3. does not apply in the states aggravated by you. of Pennsylvania and Utah. Form WC 99 03 03 B Printed In U.S.A. (Ed. 8/00) Page 4 of 4. liability for any consequence, whether of America necessarily incurred as a direct result direct or indirect, of war, invasion, act of of bodily injury. Foreign enemy, hostilities (whether war Our reimbursement shall be limited as follows: be declared or not), civil war, rebellion, revolution, Insurrection or military or 1. to the amount by which such expenses usurped power. No endorsement now or exceed the normal cost of returning the subsequently attached to this policy shall officer or employee if in good health,or be construed as overriding or waiving 2. in the event of death, to the amount by which this limitation unless specific reference is such expenses exceed the normal cost of made Thereto. returning the officer or employee if alive and D. Before We Pay in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the the persons entitled to them, you must have bodily injury by accident limit shown in Item 3.B. them: of the Information Page as respects any one such officer or employee whether dead or alive. 1. release you and us, in writing, of all H. Endemic Disease responsibility for the injury or death, 2. transfer to us their right to recover from The word "disease" includes any endemic others who may be responsible for their diseases. injury or death, The coverage applies as if endemic diseases 3. cooperate with us and do everything were included in the provisions of the workers' necessary to enable us to enforce the compensation law. right to recover from others. 5. Longshore and Harbor Workers' Compensation If the persons entitled to the benefits paid fail Act Coverage to do these things, our duty to reimburse General Section C. Workers' Compensation Law ends at once. If they claim damages from us is replaced by the following: for the injury or death, our duty to reimburse C. Workers'Compensation Law ends at once. Workers' Compensation Law means the workers E. Recovery From Others or workers' compensation law and occupational If we make a recovery from others, we will disease law of each state or territory named in keep an amount equal to our expenses of Item 3.A. of the Information Page and the recovery and the benefits we reimbursed. Longshore and Harbor Workers' Compensation We will pay the balance to the persons Act(33 USC Sections 901-950). It includes any entitled to it. If persons entitled to the amendments to those laws that are in effect benefits make a recovery from others, they during the policy period. It does not include any must repay us for the amounts that we have other federal workers or workers' compensation reimbursed you. law, other federal occupational disease law or the F. Reimbursement for Actual Loss provisions of any law that provide Sustained nonoccupational disability benefits. This endorsement provides only for Part Two (Employers' Liability Insurance), C. reimbursement for the loss you actually Exclusions, exclusion 8, does not apply to work sustain. In order for you to recover loss or subject to the Longshore and Harbor Workers' expenses under this reimbursement you Compensation Act. must: This coverage does not apply to work subject to 1. actually sustain and pay the loss or the Defense Base Act, the Outer Continental expense in money after trial, or Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 0303 5 Printed in U.S.A. (Ed. 8/00) Page 5of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the Information A. This endorsement only applies in the states Page, approves this endorsement after the listed in this Schedule of Covered States. 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 C. Schedule of Covered States: Countersigned by Authorized Representative Form WC 99 03 03 13 Printed In U.S.A. (Ed.8/00) Page 6 of 6