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HomeMy WebLinkAboutBio Clean Environmental Services Inc; 2017-08-10;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR STORM WATER MAINTENANCE AND INSPECTION SERVICES BIO CLEAN ENVIRONMENTAL SERVICES, INC. This Amendment No. 2 is entered into and effective as of the ;1--) 1111—day of , 20 ,7"A extending the agreement dated August 10, 2017 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Bio Clean Environmental Services, Inc., a corporation, ("Contractor") (collectively, the "Parties") for storm water maintenance and inspection services. RECITALS A. On August 6, 2018, the Parties executed Amendment No. 1 to the Agreement to alter the Agreement's scope of work to expand the annual maintenance program and to extend the Agreement for a period of two years ending August 10, 2020; and B. The Parties desire to extend and fund the Agreement for a period of two years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two years ending on August 10, 2022. 2. The City will pay the Contractor based on a time and materials basis, in an amount not to exceed thirty-five thousand dollars ($35,000) per Agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. /// /// /// /// /// /// City Attorney Approved Version 1/30/13 By: Gomez/ Pepvj ci Cleac (s)9n here) BARBARA ENGLESON City Clerk 5. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: i B • —(sign here) anager or Mayor or Director 4 DE rint name/title) A(2. v4(4‘t (N .1-‘' ATTEST: AVP ,int 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: GroupA 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: CELIAA. BREWER, City Attorney BY: I 1.41.3"Abora a I I City Attorney City Attorney Approved Version 1/30/13 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee City of Carlsbad 799 Pine Ave., Ste. 200 Carlsbad, CA 92008 AccoRD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 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 Marsh USA, Inc. 4400 Comerica Bank Tower 1717 Main Street Dallas, TX 75201-7357 CN118381438-PPj-GAWX-20-21 BIO CONTACT ADDRESS: NAME: PHONE FAX (A/c. No, Exit: (A/C, No): E-MAIL INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: ACE American Insurance Company 22667 INSURED Modular Wetlands Inc. , Bin Clean Environmental Services, Inc. 5796 Armada Dr., Suite 250 Carlsbad, CA 92008 INSURER B: Indemnity Insurance Company of North America 43575 INSURER c : ACE Fire Underwriters Insurance Company 20702 INSURER D : Allianz Global Risks US Insurance Co 35300 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-003269966-19 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 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR VVVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY HD0G71236079 05/01/2020 05/01/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) 10,000 $ PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A X y AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY — x SCHEDULED AUTOS NON-OWNED AUTOS ONLY I5AH25294865 05/01/2020 05/01/2021 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ D X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE USL00191020 05/15/2020 05/01/2021 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ B A C s" WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A WLR C66927088 (AOS) WLR C6692712A (AZ,CA) SCF C66927167 (WI) ER 05/01/2020 05/01/2020 05/01/2020 05/01/2021 05/01/2021 05/01/2021 y PER STATUTE 0TH- E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad, (or if applicable —the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers are included as Additional Insured (except as respects all coverage afforded by the Workers' Compensation policy) with regards to claims arising out of the operations of the Named Insured, where required by written contract. The above referenced policies are Primary and Non-Contributory to any other insurance (except on Workers' Comp and Umbrella) as required by written contract. The above referenced General Liability, Auto Liability and Workers' Compensation policies include Waiver of Subrogation in favor of the Certificate Holder, where required by written contract. CERTIFICATE HOLDER CANCELLATION @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD I POLICY NUMBER: HDO G71236079 Endorsement Number: 51 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Orcianization(s) Location(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. All locations where you are performing ongoing operations for such additional insured pursuant to any such 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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 additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 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. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 1 POLICY NUMBER: HDO G71236079 Endorsement Number: 43 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 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 Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss All locations where you perform work for such additional insured pursuant to any such 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 III — 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 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 1 POLICY NUMBER: HDO G71236079 Endorsement Number: 39 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. 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 III — 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 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: ISA H25294865 CHUBEr NOTICE TO POLICYHOLDERS NOTICE TO OTHERS - SCHEDULE NOTICE BY INSURED'S REPRESENTATIVE A. If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other than nonpayment of premium, we will endeavor to send written notice of cancellation, to the persons or organizations listed in the schedule that you or your representative create or maintain (the "Schedule") by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the first Named Insured, and any other party whom we are required to notify by statute and in accordance with the cancellation provisions of the Policy. B. The notice of cancellation, as provided by your representative, is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. C. We are not responsible for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use. D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. You will cooperate with us in providing the Schedule, or in causing your representative to provide the Schedule. E. The provisions of this notice do not apply in the event that you cancel the Policy. ALL-34275 (10/11) Page 1 of 1 EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL ENDORSEMENT Named Insured Forterra, Inc. Endorsement Number 10 Policy Symbol HDO Policy Number G71236079 Policy Period 05/01/2020 to 05/01/2021 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company neert tile policy number. Tile remainder 01 the lflrOmlaDOn is to be oompIsted only when this endorsement Is Issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERICIAL GENERAL LIABILITY COVERAGE FORM BUSINESS AUTOMOBILE COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY POLICY EXCESS GENERAL LIABILITY POLICY RAILROAD PROTECTIVE LIABILITY COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM A. EARLIER NOTICE OF CANCELLATION For any statutorily permitted reason, other than nonpayment of premium, the minimum number of days required for notice of cancellation as provided in either the Cancellation Condition of the policy or as amended by any applicable state cancellation endorsement is increased to 90 days. If the state cancellation endorsement provides for more than the number of days notice of cancellation shown above, this provision does not apply. B. EARLIER NOTICE OF NON-RENEWAL If we decide not to renew this policy for any reason other than nonpayment of premium, the minimum number of days for notice of non-renewal as provided by any applicable state non-renewal endorsement is increased to 90 days. If the state non-renewal endorsement provides for more than the number of days notice of non-renewal shown above, this provision does not apply. Authorized Representative ALL-10617b (06/14) ©Chubb. 2016. All rights resented. Page 1 of 1 Workers' Compensation and Employers' Liability Policy Named Insured FORTERRA, INC. 511 E. JOHN CARPENTER FRWY SUITE 600 Endorsement Number Policy Number Symbol: WLR Number: C6692712A Policy Period 05-01-2020 TO 05-01-2021 Effective Date of Endorsement 05-01-2020 Issued By (Name of Insurance Company) ACE AMERICAN 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. EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL ENDORSEMENT Paragraphs A. and B. below apply to all States shown in item 3.A. of the Information Page except as indicated below. A. EARLIER NOTICE OF CANCELLATION For any statutorily permitted reason, other than nonpayment of premium, the minimum number of days required for notice of cancellation as provided in either the Cancellation Condition of the policy or as amended by any applicable state cancellation endorsement is increased to 90 days. If the state cancellation endorsement provides for more than the number of days notice of cancellation shown above, this provision does not apply. B. EARLIER NOTICE OF NON-RENEWAL If we decide not to renew this policy for any reason other than non payment of premium, the minimum number of days for notice of non-renewal as provided by any applicable state non-renewal endorsement is increased to 90 days. If the state non-renewal endorsement provides for more than the number of days notice of non-renewal shown above, this provision does not apply. State Exceptions ARIZONA Not applicable - Paragraph A NEW JERSEY Not applicable WISCONSIN Not applicable Authorized Agent CKE-10290 (3/01) Ptd. in U.S.A. WC 99 06 97 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR STORM WATER MAINTENANCE AND INSPECTION SERVICES BIO CLEAN ENVIRONMENTAL SERVICES, INC. nt No. 1 is jF?,red into and effective as of the lpth day of -,--b'......:: ..... ~,.._~1-4--~--· 20 · , extending and amending the agreement dated August 10, 017 (th ' greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Bio Clean Environmental Services, Inc., ("Contractor") (collectively, the "Parties") for storm water maintenance and inspection services. RECITALS A. The Parties desire to alter the Agreement's scope of work to expand the annual maintenance program; and B. The Parties desire to extend the Agreement for a period of two years; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty-five thousand dollars ($35,000). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by August 10, 2020. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. 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. 6. 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. City Attorney Approved Version 1 /30/13 CONTRACTOR By:~k-==? ~gn here) £d,u/4 .fe&.. SV?i6;11 (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: or Mayor or Director 8 ~ (c:q;~~ \ Ab:Aof!JllJ/l~L (sign here) ~BARA ENGLESON /).., - /3/2AAA S/.1~-Fl'vflN£-LcJltl{l'll. 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 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 seclietary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:_~_/4 ___ _ City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Bio Clean Environmental Services, Inc. (Bio Clean) will expand annual storm water maintenance and inspections for new amenities at the following sites. ITEM NO. DESCRIPTION ANNUAL INCREASE 1 Aviara Community Park $216.21 • Outdoor Community Gathering Space 2 Pine Avenue Park $1,650.48 • Ornamental and Community Gardens Subtotal $1,866.69 Bio Clean will add new storm water maintenance and inspections at the following sites. ITEM NO. DESCRIPTION ANNUAL COST 1 Beach Accesses $2,850.60 • Various locations along Ocean Street Subtotal $2,850.60 The annual maintenance program will increase to $28,677.29. The Agreement amount shall not exceed $35,000.00 per year. City Attorney Approved Version 1 /30/13 3 ACORD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 06/26/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Marsh USA, Inc. PHONE I fffc Nol: 4400 Comerica Bank Tower ,a,r Mn ~ .. n. 1717 Main Street E-MAIL Dallas, TX 75201-7357 ADDRESS: INSURER($) AFFORDING COVERAGE NAIC# CN118381438-STND-GAWX-18-19 INSURER A: ACE American Insurance Company 22667 INSURED INSURER B : Indemnity Insurance Comoanv of North America 43575 Bio Clean Environmental Services Inc. 398 Via El Centro INSURER c : Aari General Insurance Comoanv 42757 Oceanside, CA 92058 INSURERD: INSURER E : N/A N/A INSURERF: COVERAGES CERTIFICATE NUMBER: HOU-003424935-01 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF /~~TJ%Tv%, LIMITS LTR ,.,,.n lo•Mft POLICY NUMBER IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY HDO G71095472 05/01/2018 05/01/2019 EACH OCCURRENCE $ 2,000,000 f--D CLAIMS-MADE 0 OCCUR UAMA<>E Tu ~c,, I tu PREMISES /Ea occurrence\ $ 1,000,000 f--10,000 MED EXP (Any one person) $ -PERSONAL & ADV INJURY $ 1,000,000 -4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Pl POLICY O ~r8r O LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ISA H25158532 05/01/2018 05/01/2019 COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident\ -X ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED BODILY INJURY (Per accident) $ f--AUTOS ONLY -AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ f--AUTOS ONLY -AUTOS ONLY /Per accident\ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ B WORKERS COMPENSATION WLR C64788851 (AOS) U5/Uli,u 18 05/01/2019 X I ~ffTUTE I I OTH-ER A AND EMPLOYERS' LIABILITY Y/N WLR C64788772 (AZ, CA) 05/01/2018 05/01/2019 ANYPROPRIETORIPARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? N/A WLR C64788814 (TN) 05/01/2018 05/01/2019 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~~it~ftfii~ ~t;PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If mora apace Is required) Des~n services E&O coverage included under the General Liability policy, limit$ 1,000,000. Certificate Holder is Additional Insured as respects General Liability as required by written contract regarding claims arising out of the operations of the Named Insured. The above referenced General Liability, Auto Liability and Workers' Compensation policies include Waiver of Subrogation in favor of the Certificate Holder, where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/o 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 ~'VUl'O ..... ~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL ENDORSEMENT Named Insured Endorsement Number Forterra, Inc. 8 Policy Symbol I Polrcy Number I Policy Penod Elf'ective Date of Endoraemenl ISA H2515B532 05/01/2018 to 05/01/2019 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the palrcy number The remarnder of the informat1on rs to be completed only when this endorsement 15 IS$ued subsequent to the preparation of the policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERICIAL GENERAL LIABILITY COVERAGE FORM BUSINESS AUTOMOBILE COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY POLICY EXCESS GENERAL LIABILITY POLICY RAILROAD PROTECTIVE LIABILITY COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM A. EARLIER NOTICE OF CANCELLATION For any statutorily permitted reason, other than nonpayment of premium, the minimum number of days required for notice of cancellation as provided in either the Cancellation Condition of the policy or as amended by any applicable state cancellation endorsement is increased to ~days. If the state cancellation endorsement provides for more than the number of days notice of cancellation shown above, this provision does not apply. B. EARLIER NOTICE OF NON-RENEWAL If we decide not to renew this policy for any reason other than nonpayment of premium, the minimum number of days for notice of non-renewal as provided by any applicable state non-renewal endorsement is increased to 90 days. If the state non-renewal endorsement provides for more than the number of days notice of non-renewal shown above, this provision does not apply. Authorized Representative ALL-10617b (06/14) ©Chubb. 2016. All rights reserved. Page 1 of 1 EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL ENDORSEMENT Named Insured Endorsement Number Forterra, Inc. 10 Policy Symbol I Polley Number I ~~;o;i~~18 to 05101,2019 Effective Date of Endorsement HOO G71095472 Issued By (Name of lnsur.l'nce Company) ACE American Insurance Company .. Insert the pohcy number. The remainder ot the 1nformat1on 1s to be completed only when th,s endorsement 1s ,ssued subsequent to lhe pn,paraton of the pohcy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERICIAL GENERAL LIABILITY COVERAGE FORM BUSINESS AUTOMOBILE COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY POLICY EXCESS GENERAL LIABILITY POLICY RAILROAD PROTECTIVE LIABILITY COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM A. EARLIER NOTICE OF CANCELLATION For any statutorily permitted reason, other than nonpayment of premium, the minimum number of days required for notice of cancellation as provided in either the Cancellation Condition of the policy or as amended by any applicable state cancellation endorsement is increased to .iQ_days. If the state cancellation endorsement provides for more than the number of days notice of cancellation shown above, this provision does not apply. B. EARLIER NOTICE OF NON-RENEWAL If we decide not to renew this policy for any reason other than nonpayment of premium, the minimum number of days for notice of non-renewal as provided by any applicable state non--renewal endorsement is increased to !!Q_days. If the state non-renewal endorsement provides for more than the number of days notice of non--renewal shown above, this provision does not apply. Authorized Representative ALL-10617b (06/14) ©Chubb. 2016. All rights reserved. Page 1 of 1 ---------Named Insured ---~ork_ers' Compensation and Employers' Liability Po_lic~y __ Eru:torsPmenl Number FORTERRA. INC. 511 E. JOHN CARPENTER rnVvY SUITE 600 Po~cy Penod os.01.201B TO 05-01-2019 Issued By (Name of Insurance Cornpa.ny) INDEMNITY INS. CO OF NORTH AMERICA Policy Nt,mticr Symbol WLR N.imber. C647B8851 Effectrve-Dale cf Endorsement 05-01-2018 IMert thP policy number The remainder of t"e '"!orma~on .s :o be ce>mp!~ed onl1 ..-her. '.n ! endcr~ent ,s ss~ _!.:~s~qc,enl t~ ~·epa•a!,on of thepohg: EARLIER NOTICE OF CANCELLATION AND NON-RENEWAL ENDORSEMENT Paragraphs A and 8. below apply to all States shown in ,tern 3.A. of the Information Page except as indicated below. A. EARLIER NOTICE OF CANCELLATION For any statutorily permitted reason. other than nonpayment of premium, the minimum number of days required for notice of cancellation as provided in either the Cancellation Condition of the policy or as amended by any applicable state cancellation endorsement is increased to .J!2.._ days. If the state cancellation endorsement provides for more than the number of days notice of cancellation shown above, this provision does not apply B. EARLIER NOTICE OF NON-RENEWAL If we decide not to renew this policy for any reason other than non payment of premium, the minimum number of days for notice of non-renewal as provided by any applicable state non-renewal endorsement is increased to .J!2.... days. If the state non-renewal endorsement provides for more than the number of days notice of non-renewal shown above, this provision does not apply. State Exceptions ARIZONA Not applicable -Paragraph A NEW JERSEY Not applicable WISCONSIN Not applicable Authonzed Agent CKE-10290 (3/01) Ptd. rn U.S.A WC 99 06 97 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number FORTERRA, INC. 511 E JOHN CARPENTER FRI/VY Policy Number SUITE 600 Symbol. WLR Number: C64788851 Policy Period Effective Date of Endorsement 05-01-2010 TO os-01-2019 05-01-2018 Issued By (Name of Insurance Company) INDEMNITY INS. CO. OF NORTH AMERICA Insert the oolicv number. The remainder of the information is to be comoleled onlv when this endorsement is issued subseouent to the preoaration of the oolicv. 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. Schedule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WAIVE YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. 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 Representative WC 00 03 13 (11/05) Ptd. U.S.A. Copyright 1962-83, National Council on Compensation AGREEMENT FOR STORM WATER MAINTENANCE AND INSPECTION SERVICES BIO CLEAN ENVIRONMENTAL SERVICES, INC. THIS AGR EMENT is made and entered into as of the / C>ih day of __ "-:::,,'l,::::,,A,,'-"b'"-""._._..J-----' 20.J.!J._, by and between the CITY OF CARLSBA5, a municipal corporatio ("City", and Bio Clean Environmental Services, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a storm water environmental servicing company that is experienced in maintenance and inspection services. B. Contractor has the necessary experience in providing professional services and advice related to storm water system maintenance and inspections. 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 year from the date first above written. The City Manager may amend the Agreement to extend it for two additional two 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 thirty-five thousand dollars ($35,000). 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 thirty-five thousand dollars ($35,000) 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". 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed City Attorney Approved Version 4/1/15 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. 7. 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. 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. 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 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. City Attorney Approved Version 4/1 /15 2 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. 11. 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. 11.1 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 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. 11.1.2 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. 11.1.3 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. 11.1.4 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 4/1 /15 3 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12. 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. 13. 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. 14. 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. 15. 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. II II II II City Attorney Approved Version 4/1/15 4 16. 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 Kyle Lancaster Title Parks Services Manager Department Parks & Recreation City of Carlsbad Address 799 Pine Avenue, Suite 200 Carlsbad,CA 92008 Phone No. 760-434-2941 For Contractor Name Rene Siluano Title Maintenance Project Manager Address 398 Via El Centro Oceanside, CA 92058 Phone No. 760-433-7640 Email Rene.Siluano@forterrabp.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. 17. 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. 18. 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. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. 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 City Attorney Approved Version 4/1 /15 5 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. 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. 22. 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. 23. 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. 24. 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. City Attorney Approved Version 4/1/15 6 25. 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. 26. 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 II II II II II II II II II II II II II II II II II II City Attorney Approved Version 4/1/15 7 -. 27. 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 By: Matthew Wayman -Asst. Secretary (print name/title) By:~~ (sign here) CITY OF CARLSBAD, a municipal corporation of the State of California By: ~ c·t ~ 9=· D" · · D. t I y anager Or ayor or IVISIOn irec Or as authorized by the City Manager ATTEST: \_k Ck K~L. BARBARA ENGLESON {)"' "- Edward A. Sexe -SVP & GM Bio Clean 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 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: -.J-~...:.......=-=--------""'--- Assiit.iRt City Attorney ~ City Attorney Approved Version 4/1/15 8 EXHIBIT "A" SCOPE OF SERVICES Annual Maintenance Program for Storm Water Systems Bio Clean Environmental Services, Inc. (Bio Clean) shall perform annual storm water maintenance and inspections services at the sites listed in Exhibit "B". Invoices will be billed after each service according to the fees outlined in Exhibit "B". Filter Insert Details • Visual inspection of catch basin and filter insert for illicit discharge or structural deterioration. Filter insert condition will be noted. • Clean filter insert. Remove trash, foliage and sediment. Power wash and inspect filter for minor damages. • Evaluate Hydrocarbon Booms. Booms will be changed out a minimum of one time per year. Replacement will be noted. • Transport and dispose collected pollutants, liquids and hydrocarbon booms to approved facility in accordance with local and state requirements. • A written report identifying collected pollutants, weights, and boom/media condition will be submitted to City after each service. Hydrodynamic Separator/LID Unit Details • Visual inspection of system for illicit discharge or structural deterioration. • Clean system according to manufacturer's specifications, using a vactor truck or as specified. • Record pollutants (sediments, trash, and foliage) along with approximate weights or yards, and amount of water collected. • Evaluate condition of the system media (cartridge system, mulch, etc.) per manufacture's specification. • Transport and dispose collected pollutants and liquids to approved facility in accordance with federal, state and local requirements. • A written report identifying collected pollutants, weights/yards, and media condition will be submitted to City after each service. Miscellaneous Work Bio Clean shall perform as-needed and emergency services on an approved proposal basis at parks and other areas of maintenance listed in Exhibit "C". Invoice will be billed after each service according to the Miscellaneous Work Price List outlined in Exhibit "B". • Storm water maintenance and inspection services • BMP and filter maintenance and/or media replacement of hydrocarbon booms • Emergency services of storm water structures and BMPs • Vactor truck services City Attorney Approved Version 4/1 /15 9 EXHIBIT "B" COST FOR ANNUAL MAINTENANCE PROGRAM ITEM NO. DESCRIPTION PRICE 1 Alga Norte Community Park $6,082 2 Aviara Community Park $2,328 3 Calavera Hills Community Park $1,284 4 Coastal Rail Trail $2,675 5 Hidden Canyon Community Park $592 6 Hosp Grove Park $231 7 La Costa Canyon Park $548 8 Laguna Riviera Park $307 9 Leo Carrillo Ranch Historic Park $1,471 10 Magee Park $307 11 Pine Avenue Park $360 12 Poinsettia Community Park $1,864 13 Safety Center Skate Park $548 14 Stagecoach Community Park $856 15 The Crossings Golf Course $4,200 16 Zone 5 Park $307 Subtotal $23,960 City Attorney Approved Version 4/1/15 10 MISCELLANEOUS WORK PRICE LIST Standard Scheduling Services ITEM NO. DESCRIPTION PRICE 1 Curb Type Structure / BMP: • Small -up to 6' opening $146.62/unit • Medium -6' to 12' opening $223. 77 /unit • Large -over 12' opening $300.92/unit 2 Grate Type Structure / BMP: • Small -up to 16" x 16" $77.15/unit • Medium -16" x 16" to 24" x 24" $154.31/unit • Large -over 24" x 24" $300.92/unit 3 Vactor Truck (portal to portal): • Four hour minimum $400/hour • Over four hours $375/hour 4 Parts and Materials Cost+ 15% Emergency Services ITEM NO. DESCRIPTION PRICE 1 Cost Per Hour $411.20/hour 2 Vactor Truck (portal to portal): • Four hour minimum $450/hour • Over four hours $425/hour Total Agreement amount shall not exceed $35,000 City Attorney Approved Version 2/29/16 11 EXHIBIT "C" PARKS AND OTHER AREAS OF MAINTENANCE LOCATION NAME; ·· ' ' .. LOCATION .. ACREAGE Alga Norte Park 6565 Alicante Rd 32 Aviara Community Park 6430 Ambrosia Lane 24 Aviara Oaks Elementary School 6900 Ambrosia Lane 5 Beach Accesses Ocean St. 0.1 Beach Bluff Triangle Carlsbad Blvd. at Pine 0.1 Board Walk/Sea Wall Carlsbad Blvd. 3 Buena Vista Field 1330 Buena Vista Ave. 2.3 Cadencia Park 3310 Cadencia St. 2 Calavera Hills Community Park 2997 Glasgow Dr. 17 Cannon Park 300 Block of Cannon & Carlsbad Blvd. 1.7 Car Country Park Paseo Del Norte 0.8 Carrillo Ranch Historic Park 6200 Flying L.C. Ranch 26 Chase Field 3349 Harding St. 2.3 City Hall 1200 Carlsbad Village Dr. 4 Dog Park 2700 Block of Carlsbad Village Dr. 1.7 El Fuerte Park 6000 Block of El Fuerte St. 3.6 Hidden Canyon Park 2685 Vancouver St. 22.3 High School Tennis Courts 1751 Basswood 1 Holiday Park 3200 Pio Pico 7.5 Hosp Grove Park Marron 4.25 Hosp Grove/Rotary Picnic 2630 Monroe 1 Jefferson Field 3743 Jefferson 2.6 La Costa Canyon 3020 Pueblo St. 12.3 Laguna Riviera Park 4900 Kelly Dr. 4 Levante Field 3031 Levante St. 5 Magee Park 258 Beech St. 2.1 Maqnolia Elementary 1905 Magnolia Ave. 4.1 Maxton Brown Park 500 Laguna Dr. 0.9 Medians Citywide -Except Aviara Pk & Legoland 55 Oak Park Pio Pico Dr. 2 Palomar Triangle 6600 Carlsbad Blvd. 3.5 Pine Avenue Park 3333 Harding St. 7 Pio Pico Park 2600 Pio Pico Dr. 0.75 Poinsettia Park 6600 Hidden Valley Rd 42 Right-of-ways Citywide 7 Santa Fe Cooridors Segovia Way 0.2 Stagecoach Park 3420 Camino de los Coches 28.5 The Crossings Golf Course 5800 The Crossings Road 206.5 Valley Jr. High 1645 Magnolia Ave. 7.5 Zone 5 Camino Hills & Faraday 13 City Attorney Approved Version 2/29/16 12 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 07/25/2017 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: r!J~N~n CvH• I FAX 4400 Comerica Bank Tower /AJC Nol: 1717 Main Street E-MAIL Dallas, TX 75201-7357 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# CN115561836-Stard-GAWX-17-18 BIO INSURER A: ACE American Insurance Company 22667 INSURED INSURER B : Indemnity Insurance Company of North America 43575 Modular Wetlands, Inc. 42757 Bio Clean Environmental Services, Inc. INSURER c : Aori General Insurance Company 398 Via El Centro INSURERD: Oceanside, CA 92058 29700 INSURER E : North American Elite Insurance Comoanv INSURERF: COVERAGES CERTIFICATE NUMBER: HOU-003269969-11 REVISION NUMBER: 4 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE •••~n ••n•n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYY\ LIMITS A X COMMERCIAL GENERAL LIABILITY HDO G27868320 05/01/2017 05/01/2018 EACH OCCURRENCE $ 1,000,000 ~ LJ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence\ $ 1,000,000 ~ MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ DPRO-DLOC PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY I SA H 09060005 05/01/2017 05/01/2018 COMBINED SINGLE LIMIT $ 2,000,000 /Ea accident\ 1--------- X ANY AUTO BODILY INJURY (Per person) $ f--OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ I-------AUTOS ONLY f--AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) f-- $ t X UMBRELLA LIAB M OCCUR UMB 200037402 05/01/2017 05/01/2018 EACH OCCURRENCE $ 3,000,000 I------- EXCESS LIAB CLAIMS-MADE AGGREGATE $ 3,000,000 / OED I I RETENTION$ $ B WORKERS COMPENSATION WLR C64410775 (AOS) 05/01/2017 05/01/2018 X I ~-'f,~TUTE I I OTH-ER A AND EMPLOYERS' LIABILITY Y/N WLR C64410763 (AZ, CA) 05/01/2017 05/01/2018 ANYPROPRIETORIPARTNER/EXECUTIVE 0 EL EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? N/A WLR C64410787 (TN) 05/01/2017 05/01/2018 (Mandatory in NH) EL DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Storm water systems maintenance and inspection services. City of Carlsbad is included as Additional Insured (except as respects all coverage afforded by the Workers' Compensation policy) with regards to claims arising out of the operations of the Named Insured, where required by written contract. The above referenced policies are Primary and Non-Contributory to any other insurance (except on Workers' Comp and Umbrella) as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 799 Pine Ave., Ste. 200 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ~'VUi\Qk.&. ~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD /POLICY NUMBER: HDO G27868320 1 Endorsement Number: 38 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person{s) Or Organization(s): Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. 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 shown in the Declarations: whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of1 POLICY NUMBER: HOO G27868320 / 1 Endorsement Number. 44 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanizationls) Location(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have All locations where you are performing operations for agreed to include as an additional insured under a such additional insured pursuant to any such written written contract, provided such contract was executed contract. prior to the date of loss. 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", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s} at the location(s) designated above. 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. 8. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in perlorming operations for a principal as a part of the same project. C. 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 CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of2 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 shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office. Inc., 2012 CG 2010 0413