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HomeMy WebLinkAboutDownstream Services Inc; 2026-05-08; PSA26-4073UTILPSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 1 AGREEMENT FOR SEWER FLOW MONITORING FOR EMERGENCY SEWER MAIN REPAIR SERVICES DOWNSTREAM SERVICES, INC. In accordance with the Declaration of Local Emergency for Repairs to the North Batiquitos Interceptor (NBI) Ponto Sewer Pipe in the City of Carlsbad, California on April 30, 2026, and Carlsbad Municipal Code §§ 3.28.110 and 3.28.120, this Agreement (“Agreement”) is made and entered into as of the ______________ day of _________________________, 2026, by and between the City of Carlsbad, California, a municipal corporation (“City”) and Downstream Services, Inc., a California corporation (“Contractor”). RECITALS A. City requires the professional services of a consultant that is experienced in sewer flow monitoring. B. Contractor has the necessary experience in providing professional services and advice related to sewer flow monitoring. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this Agreement, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (“Services”) that are defined in attached Exhibit “A”, which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective from the date first above written to June 30, 2026. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed twelve thousand six hundred twenty-three dollars and fifty cents ($12,623.50). No other compensation for the Services will be allowed except for items covered by subsequent Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 May8th PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 2 amendments to this Agreement. Payment terms are Net 30 unless otherwise provided in Exhibit “A” or agreed to in writing. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit “A”. Incremental payments, if applicable, should be made as outlined in attached Exhibit “A”. 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, installation, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by Contractor in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7. CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the City’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the City Engineer approves otherwise, Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification-subcontractor. Contractor is Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 3 responsible for obtaining Contractor’s own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to Contractor for use of Procore. It is recommended that Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, requests for information, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve Contractor of any other requirements as may be specified in this Agreement. 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to this Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 4 10. OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by City), indemnify, and hold harmless City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described in this Agreement caused by any willful misconduct or negligent act or omission of Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under California Civil Code Section 2782.8), then, and only to the extent required by California Civil Code Section 2782.8, which is fully incorporated in this Agreement, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under City’s self-administered workers’ compensation program is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than “A-:VII”; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 5 Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal and advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 12.2.3 If Contractor maintains higher limits than the minimums shown above, City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to City. 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 6 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City For Contractor Name Stephanie Harrison Name Clark Roberts Title Utility Manager Title Vice President Department Utilities Address 2855 Progress Place City of Carlsbad Escondido, CA 92029 Address 5950 El Camino Real Phone No. (760) 692-2894 Carlsbad, CA 92008 Email clarkr@downstreamservices.com Phone No. (442) 339-2310 Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 7 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced- clean-fleets. 21. DISCRIMINATION, HARASSMENT, AND RETALIATION PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination, harassment, and retaliation. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 8 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering fourteen (14) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 9 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code Sections 12650 et seq., the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney’s fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than City and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 10 30.AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. 31.SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California DOWNSTREAM SERVICES, INC., a California corporation By: By: (sign here) AMANDA L. FLESSE, Utilities Director, as authorized by the City Manager Loren V. Wynne, President and CFO (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Assistant City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 11 Exhibit “A” Scope of Services and Fee Downstream Services, Inc. (DSI) will provide one flow monitor for seven (7) days on a 27” gravity sewer main on the NCTD right of way just north of Poinsettia Ave. Tasks and Deliverables: • Install flow monitor in Manhole 41C-55. • Analyze the data from the flow monitor and provide a study or report after the flow monitoring period that describes the results. • Be available to meet with city wastewater staff to go over the report. Assumptions: • Flow monitoring will occur during a seven (7) day period to be determined by the city and DSI. • Flow monitoring location is on the NCTD right of way. NCTD railroad training is required. DSI agrees to follow all NCTD requirements for working in their right of way. • Carlsbad will be responsible for any NCTD permit required. • DSI to provide all equipment and follow all safety procedures required by CalOSHA for confined space entry, including use of Self-Contained Breathing Apparatus (SCBA) if necessary. • Because of the extra cost of using SCBA, verbal coordination/authorization with Carlsbad point of contact is required. • DSI is not responsible for any plugging, flow diversion, bypass pumping and operating pump stations that is needed for the installation of the flow meter. • Assumes line is in good condition with no tuberculation or hard formation. • DSI is not responsible for cleaning the line prior to flow monitor inslallation. • State prevailing rate of pay is required. • DSI is not responsible for inspecting or cleaning the gravity mains or manholes. • DSI will be responsible for monitoring and maintaining the flow monitoring equipment. • DSI will provide login access to Carlsbad staff for real time data access during the seven day monitoring period and will provide a report within one week of removal of flow monitor. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 PSA26-4073UTIL City Attorney Approved Version 4/16/2026 Page 12 Costs (prevailing wage): Item Description Qty Unit Price Total 1 7 day flow test on one (1) 27" Sewer Main 2 Install and remove flow monitoring device(s) 1 LS $4,280 $4,280.00 3 Use of Flow Monitor Equipment – non contacting laser meter (large diameter) 1 WK $500 $500.00 4 Cellular Remote Connection for Each Meter 1 WK $150 $150.00 5 Data post processing and flow monitoring report 1 EA $400 $400.00 5 NCTD Railroad Training (per employee) 3 EA $764.50 $2,293.50 Sub Total $7,623.50 *Extra Work (not to exceed) $5,000.00 Total (not to exceed) $12,623.50 *Extra work amount is to cover the possibility of unforeseen expenses during installation and monitoring period. All extra work must be discussed with the city and have prior approval from the city project manager before proceeding. Cost for Self-Contained Breathing Apparatus (SCBA) and Operator is $1,482 per day. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 DOWNSER-01 VHIREMATI .ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/27/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # OC36861 [ ~2n1~cT Salvador Perez San Diego-Alliant Insurance Services, Inc. , PHONE I Fffc, Nol: 701 B St 6th Fl (AJC, No, Ext): San Diego, CA 92101 I it11it~ss· salvador.perez@alliant.com INSURE~ISl AFFORDING COVERAGE NAIC# 1NsuRERA:Executive Risk Indemnity Inc 35181 INSURED INSURER B : Federal Insurance Com~any ____ ----·-···-------20281 Downstream Services, Inc. ' INSURER c : Westfield Specialty Insurance Comoanv 16992 2855 Progress Place INSURERD: Escondido, CA 92029 INSURERE : -----·--· ---·-···--··--•-----------···--······· -, _______ ----···· INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. --------------------------------··--------------- 11N~: TYPE OF INSURANCE 118.PJ-~~ POLICY NUMBER POLICYEFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE .. L . 1,000,000 .. =] CLAIMS-MADE [Kl OCCUR DAMAGE TO RENTED ··-····-·---300,000 X X 54326947 10/24/2025 10/24/2026 ... ~ (Eaocc=L s X Deductible: $5,000 MED EXP (l\ny one Jl!!rson} __ _$__ 10,000 , ____ ---····---···· .... ------------···· •~ PERSONAL & ADV INJURY s 1,000,000 2,000,000 G .. E:Nl'L AGGRE_GA.TE LIMIT APPLIES PER: GENERAL AGGREGATE _$_ __ ~= POLICY [Kl ~r8r C l LOC -2,000,000 PRODUCTS - COMP/OP AGG $ OTHER: EMPLOYEE BENEFI s 1,000,000 B AUTOMOBILE LIABILITY _&~~~~llNGLE LIMIT $ 1,000,000 X ANY AUTO X X 54326946 10/24/2025 10/24/2026 1.'!QQlbYJNJlJBY (F'er Ple.l"_llClnJ [l. .... -----·-----~-OWNED SCHEDULED BODILY INJURY /Per accident\ ~~-AUTOS ONLY ~-AUTOS _$ --···-~[llT'WsoNLY -······--~8-t:'oi'1f J~ PROPERTY DAMAGE (Per!!~~lc:l~nt}_ ----L.L -------- $ B X UMBRELLA LIAB I x _JoccuR E:AC:t!__9CC:LIRB_ENC:E: _$_ 5,000,000 --------·--EXCESS LIAB CLAIMS-MADE 5671-7414 10/24/2025 10/24/2026 AGGREGATE $ OED I I RETENTION $ General Agg ----- $ 5,000,000 B WORKERS COMPENSATION Hf,R J _J_ OTH-AND EMPLOYERS' LIABILITY --ATIITE _ ...E_B.. ____ -----Y/N X 54326948 10/24/2025 10/24/2026 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE 1==i_ _ __ E,L, E:i',C:t! AC:_Q!REI\IT $ _ fil[~~\mi~l~~t~ EXCLUDED? N/A -------1,000J11fo E.L. DISEASE -EA EMPLOYEF s If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below C Professional Liabili CPP-508561 P-00 10/24/2025 10/24/2026 Each Act/Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addilional Remarl<s Schedule, may be attached if more space is required) Coverage: Excess Liability Carrier: Navigators Insurance Company Policy Number: LA25EXCZON06YIV Policy Period: 10/24/2025 -10/24/2026 Each Occurence Limit: $5,000,000 General Aggregate Limit: $5,000,000 Products-Completed Operations Aggregate Limit $5,000,000 SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1635 Faraday Ave. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I 6?€~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 POLICY NUMBER: 54326946 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. -CANCELLATION -of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 -WHO IS AN INSURED -of SECTION II -LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 Under Paragraph D. -DEDUCTIBLE -of SECTION Ill -PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.-DEDUCTIBLE -of SECTION Ill - PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. -DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV -BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV -BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. -CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV -BUSINESS AUTO CONDITIONS -is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph 8.5. -OTHER INSURANCE of SECTION IV -BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO -COVERAGE TERRITORY Paragraph B.7.b.(5). -POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of -SECTION V -DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number Downstream Services, Inc. 2855 Progress Place Policy Number 54326948 Escondido, CA 92029 Symbol: Number: Policy Period Effective Date of Endorsement 10/24/2025 -10/24/2026 10/24/2025 Issued Bv (Name of Insurance Company) Federal Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce 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. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. WHERE REQUIRED BY WRITTEN CONTRACT IN STATES WHERE APPLICABLE. Schedule For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13(11/05) © Copyright 1983-2017 National Council on Compensation Insurance, Inc. All Rights Reserved. Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 POLICY NUMBER: 54326947 COMMERCIAL GENERAL LIABILITY CG20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Blanket as required by written contract. Blanket as required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 371219 © Insurance Services Office, Inc., 2018 Page 1 of 1 Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 POLICY NUMBER: 54326947 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): ALL OF YOUR DESIGNATED CONSTRUCTION PROJECTS WHERE REQUIRED BY CONTRACT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I -Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 □ Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 POLICY NUMBER: 54326947 COMMERCIAL GENERAL LIABILITY 10-02-2461 (Ed. 7-15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE FOR SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Additional Insured: Location Of Covered Operations: WHERE REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) With respect only to the Additional Insured and at the Location Of Covered Operations shown in the Schedule, the following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to the Additional Insured with respect to the Location Of Covered Operations shown in the Schedule under this policy provided that: (1) The Additional Insured is a named insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. 10-02-2461 (Ed. 7-15) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Docusign Envelope ID: 1C1A8C31-960F-4089-A726-1706A9682D10 POLICY NUMBER:54326946 COMMERCIAL AUTO 16-02-0322 (Ed. 11-15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION OR NON-RENEWAL TO SPECIFIED PERSONS OR ORGANIZATIONS This endorsement modifies the following: COMMON POLICY CONDITIONS SCHEDULE Name(s) and Address(es): ALL PERSONS OR ORGANIZATIONS AS ON FILE WITH US. The following Condition is added: Notice Of Cancellation Or Non-Renewal To Specified Persons Or Organizations 1. If we cancel or non-renew this policy for any reason other than non-payment, we will deliver notice of the cancellation or non-renewal to any Person(s) or Organization(s) shown in the Schedule ~ days prior to the effective date of cancellation or non-renewal. 2. If we cancel this policy for non-payment, we will deliver notice of the cancellation to any Person(s) or Organization(s) shown in the Schedule 10 days prior to the effective date of cancellation. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Any failure by us to notify such person(s) or organization(s) will not invalidate such cancellation or non-renewal with respect to any other person(s) or organization(s). 16-02-0322 (Ed. 11-15) Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission.