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HomeMy WebLinkAbout2012 CON EsGil - Amendment #3 Consulting ServicesTHIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION TO PROVIDE PLAN CHECKING, BUILDING INSPECTIONS AND OTHER RELATED DEVELOPMENT SERVICES ON AN AS -NEEDED BASIS This Third Amendment to the Agreement is entered into this 17th day of July, 2012 by and between the City of National City, a municipal corporation ("the CITY"), and EsGiI Corporation (the "CONSULTANT"). RECITALS A. The CITY and the CONSULTANT entered into an agreement on August 19, 2008 ("the Agreement") wherein the CONSULTANT agreed to provide plan checking, building inspection, and other related development services on an as -needed basis. B. The Agreement was for two years from the commencement date, with the option of the CITY to extend the Agreement at one-year intervals, up to three extensions. C. On August 3, 2010 the CITY and CONSULTANT entered into the First Amendment to the Agreement to extend the term of the Agreement for a term of one year, expiring on August 19, 2011. D. On June 21, 2011, the CITY and CONSULTANT entered into the Second Amendment to the Agreement to extend the term of the Agreement for a term of one-year, expiring on August 18, 2012. E. The parties desire to exercise the option to extend the Agreement for the third and final of three one-year extensions by extending the term of the Agreement for one additional year, from August 19, 2012 to August 18, 2013. NOW, THEREFORE, the parties hereto agree as follows: 1. The length of the Agreement, stated at Paragraph 6, is extended for one- year, from August 19, 2012 to August 18, 2013; and, 2. The compensation stated in Section 4 of the Agreement shall remain unchanged, except as follows: The not to exceed amount referenced in the fourth sentence of the third paragraph of Section 4 shall be amended by adding the following sentence: "The total cost for all work described in Exhibit "B" shall not exceed two -hundred forty-five thousand dollars ($245,000) for the term of this Third Amendment, from August 19, 2012 to August 18, 2013, without prior written authorization from the CITY. 3. Each and every term of the Agreement shall remain in full force and effect, except for the amendments contained herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B Ron Morrison, Mayor ROVED AS TFORM: CIa is G. Silva City Attorney ESGIL CORPORATION By: Kurt Cul r, ce President By Chuck Men•enhall, Vice President Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 City of National City Building Department 1243 National City Blvd. National City, CA, 91950 Aug 30, 2011 Re: EsGiI Corporation INSURANCE BROKERS License No. 0A99520 Phone 619-234-6848 Fax 619-234-8601 Web Site www.cavignac.com Enclosed is a certificate of insurance, as requested. If you have questions or require changes, please contact our office via email (certificates@cavignac.com) or fax (619-234-1239). Please include a copy of the certificate with your request or reference ID number 155105. In Sept. 2009, ACORD revised the certificate form and using an older version would violate ACORD's licensing agreement. One of the major changes was the removal of the cancellation notice provision. For the following reasons, we are unable to modify the current form: • Notice of cancellation is a policy right, not an unregulated service. No insurer is able to provide the desired cancellation notice by endorsement. For example, the insured can cancel immediately, so it would be impossible for the insurer to provide adequate notice. • If our agency was to issue a certificate with a modified cancellation notice, we would do so with the knowledge that it would be impossible to give that amount of notice under certain circumstances. As such, the certificate could be alleged to constitute a misrepresentation or fraud which could subject our agency to serious civil and criminal penalties. We appreciate your understanding of the legal restrictions on our ability to comply with requests for an older form or modifications of the cancellation language. cc: EsGil Corporation - Certificate of Insurance Page 1 of 4 -- ACCORD"® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 8/30/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to 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 Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. 0A99520 INSURED EsGi1 Corporation 9320 Chesapeake Drive, 4208 San Diego, CA 92123 United States NAMEACT :Certificate Department PHONE (A/C. No.ExO; 619-234-6848 E-MAIL ADDRESS:certificates@cavignac.com PRODUCER CUSTOMER ID#: ESGIL-1 FAX WC, No]:619-234-8601 (A/X INSURER(S) AFFORDING COVERAGE NAIL N INSURER A: TRAVELERS PROP CAS CO OF AMER 258_74 INsuRERe:BEAZLEY INS CO INC INSURER C 37540 INSURER D INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: 119900 REVISION NUMBER: isslos THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MMIDD/YYYY) (MM/D0IIYYYV) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR X 68010S2T972 9/1/2011 9/i/2012 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED 1, 000,OOC PREMISES (Ea occurrence) $ CLAIMS -MADE X MED EXP (Any one person) $ 10, 000 X Separation of Insureds .PERSONAL &ADV INJURY $ 1,000,000 X Contractual Liability GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2, 000,000 POLICY 'i X sT LOC PF Deductible $ 0 A AUTOMOBILE --- X LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X BA6663M034 9/1/2011 9/1/2012 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) BODILY INJURY (Per person) $ $ BODILY INJURY (Per accident) PROPERTY DAMAGE $ (Per accident) -- $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE I EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ ! $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR,/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y/N N / A UB0675T169 9/1/2011 9/1/2012 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1, 000, 000 E.L. DISEASE- EA EMPLOYEE $ 1, 000, 000 below E.L. DISEASE - POLICY LIMIT $ 1, 000, 000 B Professional Liability V15WOK110601 9/1/2011 9/1/2012 Each Claim $1,000,000 Aggregate $2,000, 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Additional Insured coverage applies to General and Automobile Liability for City of National City Building Department , its elected officials, officers, agents, and employees per policy form. CERTIFICATE HOLDER CANCELLATION City of National City Building Department 1243 National City Blvd. National City, CA 91950 United States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jeffrey W. Cavignac ACORD 25 (2009/09) 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 2 of 4 POLICY NUMBER: 6801052T972 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", `property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to the additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any "professional services". f. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", 'property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CGD3810907 © 2007 The Travelers Companies, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 3 of 4 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) POLICY NUMBER UB0675T169 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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 the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Page 4 of 4 RESOLUTION NO. 2012 — 155 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION IN THE NOT TO EXCEED AMOUNT OF $245,000 TO PROVIDE PLAN CHECKING, BUILDING INSPECTIONS, AND OTHER RELATED DEVELOPMENT SERVICES ON AN AS -NEEDED BASIS WHEREAS, on August 19, 2008, the City Council adopted Resolution No. 2008- 164 to enter into a two-year agreement with Esgil Corporation to provide plan checking, building inspection, and other related development services on an as -needed basis; and WHEREAS, said Agreement provided the option to extend the term of the Agreement for a one-year period for up to three years; and WHEREAS, on August 3, 2010, by the adoption of Resolution No. 2010-171, the City Council approved the First Amendment to the Agreement to extend the term of the Agreement for one year, from August 19, 2010 to August 19, 2011, for the not to exceed amount of $245,000; and WHEREAS, on June 21, 2011, the City Council adopted Resolution No. 2011- 125, approving the Second Amendment to the Agreement to extend the term of the Agreement for an additional one year, from August 19, 2011 to August 18, 2012, for the not to exceed amount of $245,000; and WHEREAS, the City and Esgil Corporation desire to extend the term of the Agreement for another one-year period, from August 19, 2012 to August 18, 2013, for the not to exceed amount of $245,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Third Amendment to the Agreement between the City and Esgil Corporation to extend the term for an additional one year from August 19, 2012 to August 18, 2013, for the not to exceed amount of $245,000, to provide plan checking, building inspections, and other related development services on an as -needed basis. Said Third Amendment to the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 17th day of July, 20 ATTEST: Michael R. Della f City Clerk on Morrison, Mayor A'PROVED AS TO FORM: udia Gac Silva City Attorn Passed and adopted by the Council of the City of National City, California, on July 17, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California N �!i Clerk of the Cit of National tional City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-155 the City of National City, California, passed and adopted by the Council of said City on July 17, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: July 17, 2012 AGENDA ITEM NO. 12 EM TITLE: A Resolution of the City Council of the City of National City authorizing the Mayor to execute a Third Amendment to the Agreement to extend the Agreement for one-year between the City and EsGiI Corporation in the not to exceed amount of $245,000 to provide plan checking, building inspections and other related developmen rvices o an as -needed basis, . PREPARED BY: Luis DEPARTMENT: PHONE: 4214 APPROVED BY: EXPLANATION: On August 19th, 2008, the City and EsGil Corporation entered into an Agreement to provide plan checking, building inspection and other related development services on an as -needed basis. The Agreement was for two years, with the option of the City to extend the agreement at one-year intervals, with up to three extensions. The proposed resolution would be the third and final amendment to extend the Agreement for one-year, from August 19th, 2012 to August 18th, 2013, in the not to exceed amount of $245,000 to provide plan checking, building inspections and other related development services on an as -needed basis. All other terms and provisions of the Agreement would remain in full force and effect.. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funds are budgeted in Account No. 001-406-028-213 and in Account No. 120-406-028-213. ENVIRONMENTAL REVIEW: ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the resolution BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Third Agreement 2. 2008 Agreement with EsGil Corp. 3. Resolution RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION IN THE NOT TO EXCEED AMOUNT OF $245,000 TO PROVIDE PLAN CHECKING, BUILDING INSPECTIONS, AND OTHER RELATED DEVELOPMENT SERVICES ON AN AS -NEEDED BASIS WHEREAS, on August 19, 2008, the City Council adopted Resolution No. 2008- 164 to enter into a two-year agreement with Esgil Corporation to provide plan checking, building inspection, and other related development services on an as -needed basis; and WHEREAS, said Agreement provided the option to extend the term of the Agreement for a one-year period for up to three years; and WHEREAS, on August 3, 2010, by the adoption of Resolution No. 2010-171, the City Council approved the First Amendment to the Agreement to extend the term of the Agreement for one year, from August 19, 2010 to August 19, 2011, for the not to exceed amount of $245,000; and WHEREAS, on June 21, 2011, the City Council adopted Resolution No. 2011- 125, approving the Second Amendment to the Agreement to extend the term of the Agreement for an additional one year, from August 19, 2011 to August 18, 2012, for the not to exceed amount of $245,000; and WHEREAS, the City and Esgil Corporation desire to extend the term of the Agreement for another one-year period, from August 19, 2012 to August 18, 2013, for the not to exceed amount of $245,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute a Third Amendment to the Agreement between the City and Esgil Corporation to extend the term for an additional one year from August 19, 2012 to August 18, 2013, for the not to exceed amount of $245,000, to provide plan checking, building inspections, and other related development services on an as -needed basis. Said Third Amendment to the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 17th day of July, 2012. Ron Morrison, Mayor ATTEST: APPROVED AS TO FORM: Michael R. Dalia, City Clerk Claudia Gacitua Silva City Attorney THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION TO PROVIDE PLAN CHECKING, BUILDING INSPECTIONS AND OTHER RELATED DEVELOPMENT SERVICES ON AN AS -NEEDED BASIS This Third Amendment to the Agreement is entered into this 17th day of July, 2012 by and between the City of National City, a municipal corporation ("the CITY"), and EsGil Corporation (the "CONSULTANT"). RECITALS A. The CITY and the CONSULTANT entered into an agreement on August 19, 2008 ("the Agreement") wherein the CONSULTANT agreed to provide plan checking, building inspection, and other related development services on an as -needed basis. B. The Agreement was for two years from the commencement date, with the option of the CITY to extend the Agreement at one-year intervals, up to three extensions. C. On August 3, 2010 the CITY and CONSULTANT entered into the First Amendment to the Agreement to extend the term of the Agreement for a term of one year, expiring on August 19, 2011. D. On June 21, 2011, the CITY and CONSULTANT entered into the Second Amendment to the Agreement to extend the term of the Agreement for a term of one-year, expiring on August 18, 2012. E. The parties desire to exercise the option to extend the Agreement for the third and final of three one-year extensions by extending the term of the Agreement for one additional year, from August 19, 2012 to August 18, 2013. NOW, THEREFORE, the parties hereto agree as follows: 1. The length of the Agreement, stated at Paragraph 6, is extended for one- year, from August 19, 2012 to August 18, 2013; and, 2. The compensation stated in Section 4 of the Agreement shall remain unchanged, except as follows: The not to exceed amount referenced in the fourth sentence of the third paragraph of Section 4 shall be amended by adding the following sentence: "The total cost for all work described in Exhibit "B" shall not exceed two -hundred forty-five thousand dollars ($245,000) for the term of this Third Amendment, from August 19, 2012 to August 18, 2013, without prior written authorization from the CITY. 3. Each and every term of the Agreement shall remain in full force and effect, except for the amendments contained herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY ESGIL CORPORATION By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva, Esq. City Attorney By: lG�6 Kurt Culy r, ice President Chuck Mendenhall, Vice Presiden 1 ei A o CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 8/30/2011 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. "1PORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to ie terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the :rtificate holder in lieu of such endorsement(s). PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego, CA 92101-8005 License No. 0A99520 CONTACT NAME; Certificate Department PHONE FAX 619-234-8601 INC. No. Estl: 619-234-6848 (A/C,No): E-MAIL ADDRESS: certificates@cavignac.com PRODUCER ESGIL-1 CUSTOMER IO# INSURER(S) AFFORDING COVERAGE NAIC # INSURED EsGi1 Corporation 9320 Chesapeake Drive, #208 San Diego, CA 92123 United States INSURER 'I`RA\TFT FR9 PROP C'AC ('C7 (lP AMER �5b�4 37540 INsuRERB:BEAZLEY INS CO INC INSURER C: INSURER D : INSURER E : INSURER F: UMBER: 119900 REVISION NUMBER: 155105 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTRINSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WVD POLICY NUMBER JMMIDD/YYVY) (MM/DD/YYYY) LIMBS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY i OCCUR X 6801052T972 9/1/2011 9/1/2012 EACH OCCURRENCE $ 1,000,000 X DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000, 000 CLAIMS -MADE X MED EXP (Any one person) $ 10, 000 X Separation of Insureds PERSONAL &ADV INJURY $ 1,000,000 X Contractual Liability GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 2,000,000 -1 POLICY X JF T LOC Deductible $ 0 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X BA6663M034 9/1/2011 9/1 /2012 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ __ HIRED AUTOS NON -OWNED AUTOS $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ — AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS YIN NIA OB0675T169 9/1/2011 9/1/2012 X' TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 below E.L. DISEASE - POLICY LIMIT $ 1,000, 000 B Professional Liability V15WOK110601 9/1/2011 9/1/2012 Each Claim $1,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Additional Insured coverage applies to General and Automobile Liability for City of National City Building Department , its elected officials, officers, agents, and employees per policy form. CERTIFICATE HOLDER CANCELLATION City of National City Building Department 13 National City Blvd. tional City, CA 91950 ,,..ited States SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jeffrey W. Cavignac 3 ACORD 25 (2009109) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Page 2 of 4 POLICY NUMBER: 6801052T972 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or C. In connection with "your work" and included within the "products -completed operations hazard". C. Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. The insurance provided to the additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. e. This insurance does not apply to the rendering of or failure to render any "professional services". f. The limits of insurance afforded to the additional insured shall be the limits which you agreed in that "contract or agreement requiring insurance" to D. provide for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against, person or organization because of payments we make "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance' with such person or organization entered into by you before, and in effect when, the "bodily injury' or "property damage" occurs, or the "personal injury" offense is committed. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Page 3 of 4 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) POLICY NUMBER: UB0675TI69 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) 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 the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. % of the California workers' compensation Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Page 4 of 4 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ESGIL CORPORATION THIS AGREEMENT is entered into this 19th day of August, 2008, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and EsGil Corporation, a California Corporation (the " "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide plan checking, building inspection, and building consultant services. WHEREAS, the CITY has determined that the CONSULTANT is a building safety plan review service company and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY hereby agrees to engage the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services required hereunder will be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit A. The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall appear at meetings as needed to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. Esail Contract July 31, 2008 3. PROJECT COORDINATION AND SUPERVISION. The Building Official hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The Fire Marshal of the City of National City is designated as the primary contact for all fire plan related work and questions. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Richard Esgate is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The CITY establishes the plan checking fee by resolution of the City Council. The CITY collects the plan checking fee from the applicant. The CONSULTANT'S compensation for reviewing plans, commonly referred to as plan checking, shall be eighty -percent (80%) of the plan checking fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at the time of the the plan check submittal. For plan review of repetitive buildings, such as in housing tracts, apartment complexes, or industrial tracts, the CONSULTANT'S compensation will be as stated above for each basic building plan and shall not exceed twenty percent (20%) of the plan check fee for each identical building in the development. The City establishes the building inspection fee by resolution of the City Council. The CITY collects the building inspection fee from the applicant. The City may request the CONSULTANT to perform building inspections, as needed. When the City requests CONSULTANT to perform building inspections for an entire development or project, the CONSULTANT'S compensation for conducting these building inspections shall be eighty (80%) of the building inspection fee collected by the CITY for each permit based upon the CITY's adopted fee schedule in effect at that time. For building inspections, permit technician assistance, plan review, and other services as needed which are not related to performing such service for an entire development or project, which are not covered by the plan checking fee, and which are performed by CONSULTANT stationed in the City's offices, CONSULTANTS cornpensation shall be based on the preferred rate hourly fee for that type of service, as stated in Exhibit B, entitled the Labor Rate Schedule, and incorporated herein. The compensation for the CONSULTANT shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked andalso materials, if any. The total cost for all work described in Exhibit "B"shall not exceed One -hundred thousand dollars ($100,000.00) (the Base amount) in any fiscal year, without prior written authorization from the Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "B_"as determined by the CITY The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times 2 Esgil Contract July 31, 2008 7 during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONTRACTOR/CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR/CONSULTANT in this Agreement, the City or the CONTRACTOR/CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONTRACTOR/CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR/CONSULTANT. 6. LENGTH OF AGREEMENT. This Agreement shall be for two years from the commencement of this Agreement, with the option of the CITY to extend the Agreement at one-year intervals, up to three extensions. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY and CONSULTANT thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer_ The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's written work product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY 3 Esjil Contract July 31, 2008 for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONSULTANT. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or subCONSULTANTs, as the CONSULTANT may deem necessary. for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its subCONSULTANT.(s) shall require the subCONSULTANT to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees' except as herein set forth, and the CONSULTANT expressly agrees not to represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONSULTANT, its agents, servants, and employees are as to the CITY wholly independent CONSULTANTs and that the CONSULTANT's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT, and each of its subconsultants, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall, at its sole cost and expense, 4 Esgil Contract July 31, 2008 9 keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in perforrning any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations_ The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a govemmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT's professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. -The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any 5 Esgil Contract July 31, 2008 JO part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT's negligent performance of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). 6 Esgil Contract July 31, 2008 1' C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement_ In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of 7 Esgil Contract July 31, 2008 The action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20_ TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60- day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement_ B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered. or certified mail, 8 Esgil Contract July 31, 2008 13 postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: To the CONSULTANT: Luis Sainz, Building Official Planning and Building Department City of National City 1243 National City Boulevard National City, CA 91950-4301 Richard Esgate, President Esgil Corporation 9320 Chesapeake Dr., #208 San Diego, CA 92123 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter corning before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it 9 Esgil Contract July 31, 2008 ty has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONSULTANT. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. Counterparts; This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. . This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 10 Esgil Contract July 31, 2008 G5 J_ Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY B on Morrison, Mayor APPROV A orge City Attorney D AS TO FORM: ESGIL CORPORATION (Corporation - signatures of two corporate officers) (Partnership - one signature) (Sole proprietorship - one signature Bya Richard Es By: 11 ident Kurt Culver, Vice President Esgil Contract July 31, 2008 l6 E%RIBIT A EsGi1 Corporation In Partnership with government for Building Safety SCOPE OF WORK FOR NATIONAL CITY 7-28-08 Provide complete Building Division plan check services for compliance with Title 24: Building, Electrical, Plumbing and Mechanical Codes, Energy Conservation and Disabled Access regulations_ All as amended by the City of National City. Provide staffing for counter, inspection, plan check, Deputy Building Official as staff is needed by City and as staff is available by EsGil. 3 Provide Fire Department plan check services for Fire Code, Building Code and City ordinances including: Fire Suppression Systems, Fire Alarms, Fire Resistant Construction, Exits and Fire Department Occupancy regulations. Provide Building Division inspection services for compliance with Title 24: Building, Electrical, Plumbing, and Mechanical Codes, Energy Conservation and Disabled Access regulations all as amended by the City of National City. Services to include' A Providing trained, credentialed building inspection staff and supervision to perform the mandated inspections. E. Providing necessary transportation, applicable inspection equipment, including cell phones to facilitate. communication. Providing technical engineering support relating to code related issues, and plan interpretation for all engineering disciplines. Coordinating all inspection and re -inspection requests for all disciplines. Providing next -workday inspections of all requested inspections and re - inspections for compliance with the State of California mandated International Building Code, Plumbing Code, Mechanical Code, Electrical Code, Disabled Access Regulations and Energy Conservation Regulations as these regulations have been adopted and amended by the City of National City. 9320 Chesapeake Drive, Suite 208 • San Diego, California 92123 ♦ (858) 560-1468 0 Fax (858) 560-1576 111 ERHiBIT "B" ESGIL CORPORATION LABOR RATES SCHEDULE 2007/2008 REGULAR PREFERRED CLASSIFICATION HOURLY RATE HOURLY RATE Division Manager $ 192.00 $ 140.00 Supervising Structural Engineer 180.00 135.00 Civil Engineer 140.00 105.00 c-: Electrical Engineer 140 00 105.00 O Mechanical Engineer 140.00 105 00 Th Structural Engineer 160.00 120.00 ter, c) Energy Plans Examiner 140.00 105.00 I.C.C. Plans Examiner 120.00 90.00 Supervising Building Inspector 126 00 95.00 Building Official 130.00 100.00 Deputy Building Official 120.00 90.00 Building Inspector 108.00 83 00 Permit Specialist/Counter Tech 96.00 72.00 Clerical Support 45.00 34.00 Fire protection engineer Fire plans examiner Fire inspector NOTES: 160.00 120.00 108.00 120.00 90.00 83.00 Labor rates are only used, when requested by our clients, where the use of a percentage of the permit fee or plan check tee is not applicable or appropriate. Normal plan check is provided for 80% of the jurisdiction's plan check fee. Normal code compliance inspections are provided for 80% of the permit fee. If jurisdiction permit and plan check fees are less than the 1997 UBC Table 1-A fee, Esgi1's minimum charge is 75% of the Table 1-A fee for inspection and 50% of the Table 1-A fee for plan check. "Preferred" rates are used for client jurisdictions where EsGil has a current, ongoing contract with the jurisdiction to provide plan check or inspection services. A further reduction in rates may be provided for long-term, contract staff assignments. Rates are increased by a factor of 1.5 for overtime, and for holiday and weekend assignments. Coordinating with the Building Official on all discretionary decisions and/or requests for alternate materials or types of construction. Coordinating with the Building Official on all certificates of occupancy to be sure that all applicable City regulatory agencies have approved the project. H. Maintaining all inspection records_ Our fee for performing the inspection services is BO% of the City adopted Building Permit Fee. Fees will be billed monthly as follows. After inspection approval of under -building utilities and approval of placement of concrete for foundations 25% After inspection of framing, rough electrical, rough plumbing, rough mechanical 35% After final inspection of all building elements 20% 5. Provide extra work requested in writing by the City and as agreed to by EsGil. ACED CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 07/18/2008 PRODUCER (619)574-6220 FAX (619)574-6288 Tnsurance Office of America, Inc. DBA IOA Insurance Services 1775 Hancock Street, Ste. 180 San Diego, CA 92110 THIS CERTIFICATE IS ISSUED AS A MAT TER OF INFORMATION - ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. TIIIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW INSURERSAFFORDING COVERAGE INSURED Esgil Corporation 9320 Chesapeake Dr. Suite 208 San Diego, CA 92123 INsuRERA Travelers Prop & Casualty Co. NAIL # INsuRERE Travelers Casualty Co of Ct. INSURERC One Beacon America Ins. Co. INSURER D Beazley Insurance Co. INSURER E. ..THE POLICIES OF INSURANCE LIST ED 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. AGGREGATE LIMITS SHOWN MAY 'AVE BEEN REDUCED BY PAID CLAIMS. INSR LIR ADM NSRC TYPE Of INSURANCE POLICY NUMBER POLICY EFFECTIVE UATF IMMmnml POLICY EXPIRATION DATE IMM/DD1YY1 LIMITS GENERAL LIABILITY 680488L670 09/30/2007 09/30/2008 EACHOCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES LEA ore renr¢3 $ 300,000 CLAIMS MADE X OCCUR MED EXP (Any one perr.on) $ 5,000 B - PERSONAL X ADV INJURY $ 1,000,000 GENERA! AGGREGATE $ 2,000,000 GFN I AGGREGATE LIMIT APPLIES PER:. PRODUCTS - COMPrOP AGG $ 2,000,000 POLICY - -VI JECT PRO I LOC AUTOMOBILE X LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ALL OWNED AU IDS SCHEDULED AUTOS BA6561L728 09/30/2007 09/30/2008 BODILY INJURY /Per person) A HIRED AUTOS NON -OWNED AUTOS BODILY INJURY {Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - FA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 5,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 5,000,000 A CUP7232Y822 09/30/2007 09/30/2008 $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND X WC STATU- I TORY I MU OTH- FR EMPLOYERS' LIABILITY EL EACH ACCIDENT $ 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? 406018454 09/01/2007 09/01/2008 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes dLsPribe under SPECIAL PROVISIONS below E-L. DISEASE - POLICY LIMIT $ 1,000,000 OTH e Professional Liability V15IEFO7PNPM 09/30/2007 09/30/2008 $1,000,000 Per Claim $2,000,000 Aggregate $65,000 Deductible DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re All Operations. The City of National City, its elected officials, officers, agents and employees are additional insured per attached endorsement. Waiver of Subrogation applies to Workers Comp coverage. *10 Days for Non -Pay CERTIFICATE HOLDER National City Building Department 1243 Nation City Blvd. National City, CA 91950 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POI. ICIFS BF CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL * 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTFIORIZZED REPRESENTATIVE Kelly Howell/PALMEM At, ILas,la ACORD 25 (2001/08) ©ACORD CORPORATION 1988 POLICY NUMBER: 680488L670 COMMERCIAL GENERAL LIABILITY DATE ISSUED:09/30/2007 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE NAME OF PERSON(S) OR ORGANIZATION(S): The City of National City, its elected officials, officers, agents and employees PROJECT/LOCATION OF COVERED OPERATIONS: All Operations 1. WHO IS AN INSURED (Section II) is amended to include the person or organization shown in the Schedule above as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If the injury or damage arises out of the performance, by you or your subcontractor, of "your work" on or for the project, or at the location, shown in the Schedule above- Such person or organization does not qualify as an additional insured with respect to their independent acts or for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply to the rendering of or failure to render any "professional services". b. The limits of insurance afforded to the additional insured shall be the limits which you agreed to provide in a "contract or agreement requiring insurance" for that additional insured, or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part- 3. The .following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): CGD3820906 Includes copyrighted material of Insurance Services Office, Inc., with its permission_ Page 1 of 2 Copyright, Insurance Services Office, Inc., 2001 a/ However. if you specifically agree in a "contract or agreement requiring insurance" that, for the additional insured shown in the Schedule, the insurance provided to that additional insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance" for such additional insured. But this insurance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when the additional insured is also an additional insured under any other insurance. 4. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): We waive any rights of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the project, or at the location, shown in the Schedule above, performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that additional insured_ We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insurance" with that additional insured entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed_ 5. As respects the insurance provided to the additional insured by this endorsement, the following definition is added to DEFINITIONS (Section V): "contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include the person or organization shown in the Schedule as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. All other terms of your policy remain the same. CG D3 82 09 06 Includes copyrighted material of Insurance Services Office, Inc., with its permission_ Page 2 of 2 Copyright, Insurance Services Office, Inc , 2001 as WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The rollo.ying "attached clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective on 09/01/2007 at 12:01 A.M. standard time, forms a part of Policy No. 406018454 Endorsement No. of the OneBeacon Insurance issued to Esgil Corporation Premium (if any) $ Authorized Representative 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 the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description The City of National City, its elected officials, officers, agents and employees All Operations COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following_ BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorse- ment, the provisions of the Coverage Form apply unless modified by the endorsement. A. PERSONAL EFFECTS COVERAGE SECTION III — PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Personal Effects Coverage We will pay up to $400 for "loss" 10 wearing ap- parel and other personal effects which are: (1) owned by an "insured"; and (2) in or on your covered "auto"_ in the event of a total theft loss" of your covered "auto". No deductibles apply to Personal Effects Cover- age. B. AUTO LOAN LEASE GAP COVERAGE SECTION 111 — PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following. Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2) Any: (a) Overdue lease/loan payments at the time of (he "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mirage; Security deposits not returned by the les- sor; (c) CAT42007OS (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease: and (e) Carry-over balances from previous loans or [eases. C. COVERAGE EXTENSION — AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT NOT DESIGNED SOLELY FOR THE PRODUCTION OF SOUND SECTION III — PHYSICAL DAMAGE COVER- AGE, B. Exclusions, exception paragraph a. to exclusions 4.c & 4.d is deleted and replaced with the following: • a Equipment and accessories used with such equipment, except tapes, records or discs, provided such equipment is permanently in- stalled in the covered "auto" at the time of the "loss" or is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's° electri- cal system, in or upon the covered "auto'; or WAIVER OF DEDUCTIBLE — GLASS SECTION III — PHYSICAL DAMAGE COVER- AGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. HIRED AUTO PHYSICAL DAMAGE COVER- D. E. AGE SECTION III — PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Hired Auto Physical Damage Coverage Exten- sion If hired "autos" are covered "autos" for Liability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the Includes the copyrighted material at Insurance Services Office. Inc. wth its permission. Page 1 of 2 Includes the copyrighted material of The St. Paul -travelers Companies, Inc_ ay COMMERCIAL AUTO Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "acxident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the dam- aged or stolen properly as of the time of the "toss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality_ (2) An adjustment for depreciation and physical condition will be made in deter- mining actual cash value in the event of a total "loss". If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical H. Damage deductible applicable to any owned covered "auto`. (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver, or (b) Any "auto" that is hired, rented or bor- rowed from your 'employee". F. BLANKET WAIVER OF SUBROGATION SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- (3) Page 2 of 2 G. tent required of you by a written contract exe- cuted prior to any 'accident" or "loss", pro- vided that the "accident" or "loss' arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract BLANKET ADDITIONAL INSURED SECTION It — LIABILITY COVERAGE, part A. 1. Who Is An Insured, paragraph c. is amended by adding the following: Any person or organization that you are required In include as an additional insured on this Cover- age Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage' occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an 'insured" under the Who Is An Insured provision contained in Section I1. EMPLOYEE HIRED AUTOS SECTION 11 — LIABILITY COVERAGE, A. Cov- erage, 1, Who Is An insured is amended by add- ing the following: An "employee" of yours is an "insured" while op- erating an 'auto" hired or rented under a contract or agreement in that "employee's" name, With your permission, while performing duties related to the conduct of your business: COVERAGE EXTENSION —TRAILERS SECTION I — COVERED AUTOS, C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos, paragraph 1. is deleted and replaced by the following: 1_ "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. Includes the copyrighted material of Insurance Services Once. Inc. wick its permission:. CA T4 20 07 06 includes the copyrighted material the Sr Pa::r 1,-avelers Companies. Inc. �as WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following "attached clause" need bt completed only when this endorsement Is issued subsequent to preparation of the policy.) This endorsement, effective on 09/01/2007 at 1270I A.M. standard time, forms a part of Pol icy No. 406018454 Endorsement No. of the OneBeacon Insurance issued to Eseil Corporation Premium (if any) $ Authorized Representative 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 the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule_ The additional premium for this endorsement shall be %ofthe Califomia workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization The City of National City, its elected officials, officers, agents and employees All Operations Job Description a;� OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax July 19, 2012 Mr. Kurt Culver EsGil Corporation 9320 Chesapeake Drive #208 San Diego, CA 92123 Dear Mr. Culver, On July 176, 2012, Resolution No. 2012-155 was passed and adopted by the City Council of the City of National City, authorizing execution of Third Amendment to the Agreement with EsGil Corporation. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Amendment. Sincerely, /;:i fJ .4 Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.