Loading...
HomeMy WebLinkAboutADS Corp. dba ADS Environmental Services; 2015-05-27; UTIL1196AMENDMENTNO.3TOEXTENDANDAMENDAGREEMENTFOR SEWER SMOKE TESTING SERVICES ADS CORP. DBA ADS ENVIRONMENTAL SERVICES UTIL 1196 (\is Amendment No. 3 is entered into and effective as of the Z..<£'-½h day of nu. ( , 2018, extending and amending the agreement dated May 27, 2015, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and ADS Corp. dba ADS Environmental Services, a Delaware corporation, ("Contractor") (collectively, the "Parties") for sanitary sewer system smoke testing services. RECITALS A. On May 31, 2016, the Parties executed Amendment No. 1 to the Agreement for sanitary sewer system smoke testing services; and B. On May 16, 2017, the Parties executed Amendment No. 2 to the Agreement; and C. The Parties desire to alter the Agreement's scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 27, 2019, on a time and materials basis not- to-exceed twenty-five thousand dollars ($25,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 UTIL 1196 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR ADS CORP. OBA ADS ENVIRONMENTAL SERVICES, A Delaware corrv'IT'!Sfh-W'.'1 By: 1W I CITY OF CARLSBAD, a municipal corporation of the State of California here} Wendy Ch mbers/Utilities Director \--\01 \':), rob co~\,--~ \I, tt :P ns ,d'?_.,.'-+ (print na /tit e} By: (sign here} (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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: ~/~<-c Deputy City Attorney City Attorney Approved Version 1/30/13 2 ADS CORP. ACTION BY BOARD OF DIRECTORS WITHOlJT A MIO(TING The undersigned, being all of the directors of ADS CORP., a Delaware corporation (the "Corporation"), do hereby consent that the annual meeting of directors of the Corporation be dispensed with, for the purposes hereof, and do hereby take the following action by written consent, pursuant to the provisions of Section 141 (f) of the General Corporation Law of the State of Delaware: Adoption of the following resolution: Election of Officers Signing Authority RESOLVED, that the following persons shall serve as officers of the Corporation in the position(s) set forth opposite their names below until the next meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been duly elected and have qualified: Florian Pfefferle I lal R. Kimbrough Jeffrey Corso Denise R. Cade Lisa M. Anderson Brian P. Hanigan Joseph J. Goustin Gerald F. Carter Bruce M. Manning Benjamin G. Krajcir - Chainnan and President Vice President Vice President and Assistant Treasurer Vice President and Secretary Vice President and Assistant Secretary Vice President and Assistant Secretary Treasurer and Assistant Secretary Assistant Treasurer Assistant Treasurer Assistant Treasurer RESOLVED, that subject to lDEX Delegation of Authority and IDEX Counterpart Signatures Corporate Policies, the Segment/Group Executive/President be, and hereby is, authorized to sign any contract for any lDEX Subsidiary within his or her Segment/Group; and be it further RESOLVED, that subject to IDEX Delegation of Authority and lDEX Corporate Policies, the Segment/Group Vice Presidents, Segment/Group Controllers and Segment/Group Director Level Personnel be, and hereby arc, authorized to sign any routine contract within the normal scope of his or her duties and responsibilities for any IDEX Subsidiary within his or her Segment/Group; and be it further RESOLVED, that subject to JDEX Delegation of Authority and IDEX Corporate Policies, the Unit Presidents, Managing Directors, and General Managers be, and hereby are, authorized to sign any contract for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to JDEX Delegation of Signing Authority and IDEX Corporate Policies, the Unit Vice Presidents, Unit Controllers and Unit Director Level Personnel be, and hereby are, authorized to sign any routine contract within the scope of his or her normal duties and responsibilities for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to IDEX Delegation of Authority and lDEX Corporate Policies, the Elected Officers of an lDEX Subsidiary be, and hereby are, authorized to sign any contract for such IDEX Subsidiary. RESOLVED, that this Action may be executed (I) in one or more counterparts, each of which is deemed an original and all of which taken together constitute one and the same instrument, and (2) by a director using a facsimile signature, in which case the other directors and the Corporation are entitled to rely on such facsimile signature as conclusive evidence that this Action has been duly executed by such director. -----------~7----, Dated: As of March l, 2018 .· /... ....,.....__ -::./~----;, .,,,...;;;:...;,,,::;_ .. ---./ ~I / -. , I ..,.,.::=::-~~·------!--------------~----Florian Pfefferle ""/-) -~ // _.,.. ~ .• -------. .. (I ---· I_. -----~--------------------- ACORD8 CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) '-,.....--' 12/2012017 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 CONTACT MARSH USA INC. NAME: PHONE I FAX 540 W. MADISON ,a,,-. Nil. c_,, IA/C Nol: CHICAGO, IL 60661 ~;_MnAJ~ss: Attn: Fax: 212-948-0770 or Chicago.Cel1Request@marsh.com INSURERISI AFFORDING COVERAGI: NAIC# INSURER A : Libertv Mulual Fire Insurance Company 23035 INSURED ADS Environmental Services INSURER B : N/A NIA d/b/a ADS LLC INSURER C : Lib""" Insurance Cnmo,ation 42404 1300 Meridian Street, Suite 3000 INSURER o : Indian Harbor Insurance Comnanv 36940 HuntsviDe, AL 35801 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: CHl-008760530-03 REVISION NUMBER: 8 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 \M-IICH 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 AuuL I~~ POLICYEFF POLICY EXP LIMITS LTR ,.,c,n POLICY NUMBER IMM/0O/YYYY\ IMM/DDNYYYI A X CO-ERCIAL GENERAL LIABILITY TB2-681-004088-048 01/01/2018 01/01/2019 EACH OCCURRENCE $ 2,000,000 ~ ~ CLAIMS-MADE 0 OCCUR uMIYU'\uc IU "en rcu $ 1,000,000 .,__ PREMISES /Ea oc:currencel MEO EXP (Any one person) $ 10,000 .,__ PERSONAL & AVV INJURY $ 2,000,000 ,-- GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ POLICY D ~fS= OLoc PRODUCTS • COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY AS2-681-004088-038 01/01/2018 01/01/2019 COMBINED SINGLE LIMIT $ 2,000,000. /Ea· accidanll .,__ X ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED X AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ,--HIRED NON-OWNED rp'!,?~&>RJ;;:'..8AMAGE X AUTOS ONLY X AUTOS ONLY $ ,-- ./ $ UMBRELLA UAB H OCCUR EACH OCCURRENCE $ ,-- EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION s $ C WORKERS COMPENSATION WAl-680-004083-518 (AOS) Ul/\lllLUIO 01/01/2019 X I ~¥:ruTE I I OTH- ANO EMPLOYERS' LIABILITY ER C Y/N WC7-681-004088-018 (Wl,OR) 01/01/2018 01/01/2019 2,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH} E.L. DISEASE • EA EMPLOYEE $ 2,000,000 / ~rsMifrf~ ~1cPERATIONs below EL DISEASE· POLICY LIMIT $ 2,000.000 D Professional and Contractors PEC002263311 12/3112017 12/31/2018 Each Claim/Aggregate 2,000,000 Pollution Liability Retro Date: 04/01/2007 SIR 100,000 DESCRIPTION OF OPERA TIO NS/ LOCATIONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more apace IS required} Re: Santtaiy Sewer Flow Monitoring Services The City of Ca~sbad is included as Additional Insured with respect to General and Automobile Liability coverages as required by written oontract, subject to policy terms and conditions. Waiver of Subrogation is applicable where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Gartsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE clo EXIGIS Insurance Compliance Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P .0 Box 4668 · ECM #35050 ACCORDANCE WITH THE POLICY PROVISIONS. New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ..l'lll.o.-.-...... ~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Policy Number TB2-681-004088-048 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization for whom you have agreed in writing to provide liability insurance. But: The insurance provided by this amendment: 1. Applies only to "bodily injury'' or "property damage" arising out of (a) "your work" or (b) premises or other property owned by or rented to you; 2. Applies only to coverage and minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; and 3. Does not apply to any person or organization for whom you have procured separate liability insurance while such insurance is in effect, regardless of whether the scope of coverage or limits of insurance of this policy exceed those of such other insurance or whether such other insurance is valid and collectible. The following provisions also apply: 1. Where the applicable written agreement requires the insured to provide liability insurance on a primary, excess, contingent, or any other basis, this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply. 2. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Item 4. Other Insurance of SECTION IV of this policy will govern. 3 This endorsement shall not apply to any person or organization for any "bodily injury" or "property damage" if any other additional insured endorsement on this policy applies to that person or organization with regard to the "bodily injury'' or "property damage". 4. If any other additional insured endorsement applies to any person or organization and you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for that additional insured, this policy will apply solely on the basis required by such written agreement and Item 4. Other Insurance of SECTION IV of this policy will not apply, regardless of whether the person or organization has available other valid and collectible insurance. If the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Item 4. Other Insurance of SECTION IV of this policy will govern. LN 20 010605 NOTICE OF CANCELLATION TO THIRD PARTIES A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Schedule Name of Other Person(s) / Organization(s): Email Address or mailing address: Number Days Notice: 30 Per schedule on file with the Company All other terms and conditions of this policy remain unchanged. Issued by Liberty Insurance Corporation 21814 For attachment to Policy No. WA?-68D-004088-518 Effective Date Issued to IDEX Corporation WC 99 20 75 Ed. 12/01/2016 © 2016 Liberty Mutual Insurance Premium$ Page 1 of 1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA 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 engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Additional premium is a percent of the California Manual Workers Compensation premium. Subject to a minimum premium charge of $ 250 Person or Organization See attached Issued by Liberty Insurance Corporation 21814 For attachment to Policy No. WA?-68D-004088-518 Issued to IDEX Corporation Job Description Effective Date Premium$ WC 04 03 06 Page 1 of 2 Ed: 04/1984 Attachment Where required by contract or written agreement prior to loss and allowed by law. Premium is included in the blanket waiver's premium charge. For attachment to Policy No. WA?-68D-004088-518 Page 2 WENDATT Ed. 03/29/2001 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR SEWER SMOKE TESTING SERVICES ADS CORP. DBA ADS ENVIRONMENTAL SERVICES UTIL 1196 )J\~i~1 Amendment No. 2 is entered into and effective as of the IU day of _ ___;~:........:::....>o<..;f---------' 2017, extending and amending the agreement dated May 27, 2015, (the 'J\greement") by and between the C1ty of Carlsbad, a mumc1pal corporation, ("City"), and ADS Corp. dba ADS Environmental Services, a Delaware corporation, ("Contractor") (collectively, the "Parties") for sanitary sewer system. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one ( 1} year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1} year ending on May 27, 2018, on a time and materials basis not- to-exceed twenty five thousand dollars ($25,000}. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 UTIL 1196 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California (s1gn here) Elaine Lu Jo.<>e ph \:T Gel l..S:h¥tceoSuQr (print name/title) ( here) By: Iff~ B Q\ \?. ""'' m b \'0 l ,\ (::::'v\ rv ; (:__e_ Y\eS \ c:\ e A-\ (print name/title) 1 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____.:1-k~:::~~::::'L=~~~L---­ Deputy City Attorney City Attorney Approved Version 1/30113 2 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR SEWER SMOKE TESTING SERVICES ADS CORP., dba ADS ENVIRONMENTAL SERVICES UTIL 1196 Amendment No . 1 is entered into and effective as of the S / -"~ay of --.,;L---'--~-l'--------· 2016, extending and amending the agreement dated May 27, 2 15 (the " greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and ADS Corp., dba ADS Environmental Services, a Delaware corporation, ("Contractor") (colrectively, the "Parties") for sewer smoke testing services. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one (1) year; and B. The Parties desire to add prevailing wage language to the Agreement per the requirement of the Department of Industrial Relations (DIR). NOW, TH EREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on May 26, 2017, on a time and materials basis not- to-exceed twenty five thousand dollars ($25,000). 2. The following prevailing wage language is added to the Agreement as paragraph nutnber 6 and subsequent paragraphs renumbered chronologically. "Any construction, alteration, demolition, 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 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 him or her 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." 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 1/30/13 1 UTIL 1196 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR ADS CORP., dba ADS ENVIRONMENTAL SERVICES, a Delaware corporation By i-/cd f(, fY1br?u ~ h/~, c..e.. ~~s,Jt,ll­ (prmt name/t1tle) CITY OF CARLSBAD, a municipal corporation of the State of Californja By: 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney / BY: (_fie ~e / /:) Deputy City Attorney Cily Attorney Approved Version 1/30/13 2 IIIII ADS CORP. ACTION BY BOARD OF DIRECTORS WITHOUT A MEETING The undersigned, being all of the directors of ADS CORP., a Delaware corporation (the "Corporation"), do hereby consent that the annual meeting of directors of the Corporation be dispensed with, for the purposes hereof, and do hereby take the following action by written consent, pursuant to the provisions of Section 141(f) of the General Corporation Law of the State of Delaware: Adoption of the following resolution: Election of Officers Signing Authority RESOLVED, that the following persons shall serve as officers of the Corporation in the position(s) set forth opposite their names below until the next meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been duly elected and have qualified: Florian Pfefferle Hal R. Kimbrough Vickie A. Gesellschap- Frank J. Notaro Craig T. Boyd Joseph J. Goustin Gerald F. Carter Teresa A. Ellis Chairman and President Vice President Assistant Secretary Vice President and Secretary Vice President and Assistant Secretary Treasurer and Assistant Secretary Assistant Treasurer Assistant Treasurer and Assistant Secretary RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Segment/Group Executive/President be, and hereby is, authorized to sign any contract for any IDEX Subsidiary within his or her Segment/Group; and be it further Countemart Signatures RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Segment/Group Vice Presidents, Segment/Group Controllers and Segment/Group Director Level Personnel be, and hereby are, authorized to sign any routine contract within the normal scope of his or her duties and responsibilities for any IDEX Subsidiary within his or her Segment/Group; and be it further RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Unit Presidents, Managing Directors, and General Managers be, and hereby are, authorized to sign any contract for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to IDEX Delegation of Signing Authority and IDEX Corporate Policies, the Unit Vice Presidents, Unit Controllers and Unit Director Level Personnel be, and hereby are, authorized to sign any routine contract within the scope of his or her normal duties and responsibilities for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Elected Officers of an IDEX Subsidiary be, and hereby are, authorized to sign any contract for such IDEX Subsidiary. RESOLVED, that this Action may be executed (I) in one or more counterparts, each of which is deemed an original and all of which taken together constitute one and the same instrument, and (2) by a director using a facsimile signature, in which case the other directors and the Corporation are entitled to rely on such facsimile signature as conclusive evidence that this Action has been duly executed by such director. Dated: As of March 2, 2015 Florian Pfefferle AGREEMENT FOR SEWER SYSTEM SMOKE TESTING SERVICES ADS CORP., dba ADS ENVIRONMENTAL SERVICES UTIL 1196 THIS AGREEMENT is made and entered into as of the .£=2~ay of --~~Vb-.~-----' 2015, by and between the CITY OF CARLSBAD, a municipal corpo atron, City"), and ADS CORP., dba ADS ENVIRONMENTAL SERVICES, a Delaware corporation, ("Contractor"). RECITALS A. City requires the professional services of an environmental consultant that is experienced in sewer monitoring and testing. B. Contractor has the necessary experience in providing professional services and advice related to evaluating sewer systems for flow capacity, inflow and infiltration. 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 herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "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 for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 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 will be twenty five thousand dollars ($25,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty five thousand dollars ($25,000) per Agreement year. The 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". City Attorney Approved Version 2/24/15 UTIL 1196 6. 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 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 the 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein to the extent caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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 the City's self-administered workers' compensation 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. 10. 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 City Attorney Approved Version 2/24/15 2 UTIL 1196 line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 Contractor deems adequate, at Contractor's sole expense. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 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. 1 0.1.4 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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 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. City Attorney Approved Version 2/24/15 3 UTIL 1196 10.5 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. 11. 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. 12. 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 three (3) years from the date of final payment under this Agreement. 13. 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. 14. 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. 15. 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. For City Name Don Wasko Title Utilities Manager Department PW Utilities, Wastewater City of Carlsbad Address 5950 El Camino Real Carlsbad, CA 92008 Phone No. 760-438-2722 x7138 For Contractor Name Rob Larson Title Business Development Manager Address ADS Environmental Services 4820 Mercury Street, Suite C Phone No. 858-571-0045 Email rlarson@idexcoro.com 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. 16. 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. The Contractor shall report investments or interests in all four categories. City Attorney Approved Version 2/24/15 4 UTIL 1196 17. 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. TERMINATION In the event of the 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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 City Attorney Approved Version 2/24/15 5 UTIL 1196 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. 22. 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. 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. /II Ill Ill Ill Ill Ill City Attorney Approved Version 2/24/15 6 UTIL 1196 26. 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. CONTRACTOR ADS CORP., dba ADS Environmental Services, a Delaware co oration ustin/Treasurer (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Patrick . Thomas, Puo ic Works Director as authorized by the City Manager 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 2/24/15 7 • ADS CORP. ACTION BY BOARD OF DIRECTORS WITHOUT A MEETING The undersigned, being all of the directors of ADS CORP., a Delaware corporation (the "Corporation"), do hereby consent that the annual meeting of directors of the Corporation be dispensed with, for the purposes hereof, and do hereby take the following action by written consent, pursuant to the provisions of Section 141(f) of the General Corporation Law of the State of Delaware: Adoption of the following resolution: Election of Officers Signing Authority RESOLVED, that the following persons shall serve as officers of the Corporation in the position(s) set forth opposite their names below until the next meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been duly elected and have qualified: Florian Pfefferle Hal R. Kimbrough Vickie A. Gesellschap- Frank J. Notaro Craig T. Boyd Joseph J. Goustin Gerald F. Carter Teresa A. Ellis Chairman and President Vice President Assistant Secretary Vice President and Secretary Vice President and Assistant Secretary Treasurer and Assistant Secretary Assistant Treasurer Assistant Treasurer and Assistant Secretary RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Segment/Group Executive/President be, and hereby is, authorized to sign any contract for any IDEX Subsidiary within his or her Segment/Group; and be it further • Counterpart Signatures RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Segment/Group Vice Presidents, Segment/Group Controllers and Segment/Group Director Level Personnel be, and hereby are, authorized to sign any routine contract within the normal scope of his or her duties and responsibilities for any IDEX Subsidiary within his or her Segment/Group; and be it further RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Unit Presidents, Managing Directors, and General Managers be, and hereby are, authorized to sign any contract for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to IDEX Delegation of Signing Authority and IDEX Corporate Policies, the Unit Vice Presidents, Unit Controllers and Unit Director Level Personnel be, and hereby are, authorized to sign any routine contract within the scope of his or her normal duties and responsibilities for any IDEX Subsidiary within his or her Unit; and be it further RESOLVED, that subject to IDEX Delegation of Authority and IDEX Corporate Policies, the Elected Officers of an IDEX Subsidiary be, and hereby are, authorized to sign any contract for such IDEX Subsidiary . RESOLVED, that this Action may be executed (1) in one or more counterparts, each of which is deemed an original and all of which taken together constitute one and the same instrument, and (2) by a director using a facsimile signature, in which case the other directors and the Corporation are entitled to rely on such facsimile signature as conclusive evidence that this Action has been duly executed by such director. Dated: As of March 2, 2015 Florian Pfefferle LIJ. j_=JENVIRONAfENTAL . ~ D SERVICES· Don Wasko City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 4820 Mercury Street, Suite C • San Diego, California 92111-1426 PHONE: 858.571.0045 • FAX: 858.277.9858 www.adsenv.com A DIVISION OF ADS CORP Exhibit "A" Subject: City of Carlsbad, Smoke Testing Proposal 2015 -Rev 2. Dear Mr. Wasco, Thank you for the opportunity to provide this proposal for sanitary sewer smoke testing for the City of Carlsbad, CA. We believe the ADS project team is uniquely qualified to perform this work based on our 40 years of experience performing these services throughout North America and California, including extensive work in the City of Carlsbad. ADS has a local office in San Diego which will provide the City immediate access to our project staff and field crews for project updates and facilitate coordination for the critical task of public notification for the smoke testing field work. We look forward to working with you on this and other future projects. Thank you for the opportunity to propose on your requirements. If you have any questions regarding this proposal, please do not hesitate to call me at 858.210.5387 Sincerely, ADS Environmental Services Rob Larson Business Development Manager Enclosure Carlsbad, CA Sewer Smoke Testing March 4, 2015 Page 2 Proposed Scope of Work The scope of work for this project would include the following: Exhibit "A" 1. ADS will attend a project kickoff meeting with City of Carlsbad's Wastewater team to gather and review documents, these to include Carlsbad Sewer Map Book, Parcel boundary map, Thomas Brothers. 2. Obtain Right-of Way permit from the Carlsbad Engineering Department. 3. Provide equipment, materials, and field crews required to smoke test approximately 26,500 linear feet of pipeline. 4. Notify residents, approximately 650 via US Mail two weeks in advance of the planned smoke testing. 5. Notify residents via door hangers within 24-48 before the scheduled smoke testing. 6. ADS will coordinate with City's Police and Fire department to communicate smoke test crew locations and schedules. 7. Notify Carlsbad Communications Department <Tina Ray> of pending smoke testing schedules. 8. Perform smoke testing and document observed leaks using GIS cameras, maps provided by the City, smoke testing forms, and digital photographs. 9. Perform necessary safety procedures, and traffic control in accordance with the California W.A.T.C.H. manual using two (2) man crews. 10. Provide two (2) copies of the field forms and digital photographs: City Responsibilities Prior to any ADS fieldwork, the City will need to provide the following: 1. A fully executed Agreement and a written notice to proceed 2. A letter from the City on Official Letterhead authorizing ADS to perform this work that lists City staff so that citizens or others can contact them should they have any question. 3. All approvals, permits, etc. necessary to allow ADS to perform services under the Agreement on the City, County, and Federal property and/or right-of-way. 4. One (1) complete set of collection system drawings (maps) for the test area. 5. Disclosure of any known sanitary system hazards. 6. Other information required by ADS to perform services under the Agreement. Carlsbad, CA Sewer Smoke Testing March 4, 2015 Page 3 Proposed Project Approach Exhibit 11A11 Field Work. A (2) two-person ADS field crew using a 4,000 cfm blower and non-toxic smoke will be used to smoke test the pipelines. Smoke testing will be limited to test no more than two segments (3 MHs in a row) or 800 feet, except where access dictates different setup procedures. ADS will utilize standard ADS field forms to record all observed III defect data. Digital photographs will be captured for each observed III defect and attached to the respective smoke defect. Each smoke form will identify the type of defect (manhole, mainline, municipal service, or private service), leak location (grass, pavement, etc.), severity of the leak, and line segment on which the leak is identified. ADS will document observations regarding each leak identified and its source (roof gutters, cleanouts, laterals, area drains, storm drains etc.). ADS can customize the forms to suit specific City requirements as appropriate. Defect information will include location, personnel, date, and a schematic layout of the manhole and sewer line under testing. ADS will photograph all smoke leaks observed and will document the leak location using a GPS camera. 1) digital photographs of the leaks; 2) location of defect via GPS coordinates or reference to permanent landmarks, and 3) documentation of defects. ~ENVIRONMENTAL ~"-......:...; -~;.~SERVIC~ Carlsbad, CA Sewer Smoke Testing March 4, 2015 Page4 Exhibit "A" Digital photograohs. Digital Photographs will be taken of smoke coming out of the ground, catch basins, pipes and other sources during the test. ~ENVIRONMENTAL ~~-...,.;... -~J~SERVICo- Carlsbad, CA Sewer Smoke Testing March 4, 2015 Page 5 frenare Renorts • Prepare field forms • Record testing results • Prepare documentary photographs (electronic format) • Use professional judgment to analyze resulting data • Prepare list of defects Exhibit "A" All defects that are observed during the fieldwork phase of the project will be documented using standard field forms. The severity of the defect will be determined in the field by visual observation of the smoke, type of defect, drainage area and drainage surface. For data management, smoke defect data will be catalogued as fields in a database flat file in Excel format (for tabular summary report presentation) and if requested, in a database4 format for use in a GIS platform such as ESRI ArcView. An Arc View defect theme (shapefiles) will be provided as well for City use. Schedule • Mobilization 2 weeks after receipt of work authorization and executed contract; • Smoke test production rate (6,000-12,000 feet per day) ; • Photos, defect and description list, pipes tested and manhole injection point data provided within 3 weeks of completion of basin smoke testing field work. Cost Estimate Carlsbad, CA Smoke Testing-Cost Estimate 2014 Task Description Quantity Cost Mobilization, Mailing, Door Hanger 26,500 Notifications, Smoke Testing, and Linear $23,327.00 Reporting Feet (LF) **Pricing Notes: Prevailing Wages Apply and No M/WBE Requirements. Payment terms net thirty days from date of invoice. Pricing is valid for one hundred and twenty (120) days.