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Environmental Logistics Inc; 2016-06-27; UTIL1410
AMENDMENTNO.1TOEXTENDANDAMENDAGREEMENTFOR HAZARDOUS AND NON-HAZARDOUS WASTE DISPOSAL SERVICES ENVIRONMENTAL LOGISTICS, INC. UTIL1410 Th~mendment No. 1 is entered into and effective as of the l: +~ day of ~1,M, e., , 2018, extending and funding the agreement dated June 27, 2016 (the "Agreement") by and between the Carlsbad Municipal Water District, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and Environmental Logistics, Inc., a California Corporation, ("Contractor") (collectively, the "Parties") for hazardous and non-hazardous waste disposal services. RECITALS A. The Parties desire to extend and fund the Agreement for a period of two (2) years in an amount not to exceed ten thousand dollars ($10,000) per agreement year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD 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 two (2) years ending on June 27, 2020 on a time and materials basis not- to-exceed twenty thousand dollars ($20,000). 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 /II Ill Ill Ill Ill Ill Ill General Counsel Approved Version 1/30/13 UTIL1410 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 ENVIRONMENTAL LOGISTICS, INC., a California Corporation By: James Goyich-Secretary (print name/title) By: (sign here) Mark A. Freeman-Vice President (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: bers/General Manager If required by CMWD, 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, General Counsel By:---=~~~~- Deputy General Counsel General Counsel Approved Version 1 /30/13 2 -~ ENVILOG-01 ---·-~· i:7 ACORDft CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) ~-02/15/2018 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER License# 0757776 S~!!.V.,CT Peggy Brown HUB lntematlonal Insurance Services Inc. rf,gNtro Extl: (951) 779-8518 I r~.Nol:(951) 231-2572 P. 0. Box 5345 Riverside, CA 92517 !~-ii~ .... cal.cpu@hubintematlonal.com IN•• 1D••••• Al:CIVIDING CQVS:D&,.., NAIC# INSURER A :Greenwich Insurance Comoanv 22322 INSURED INSURER B: XL Insurance America Inc 24554 Environmental Logistics, Inc. INSURER c: XL Soeclaltv Insurance Comtu1nv 37885 P.O. Box806 INSURER D: Indian Harbor Insurance Comoanv 36940 Colton, CA 9232-4 INSURERE: INSURERF: COVERAGES ci=gTIFICATE tJIIMBER: gEVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO \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. I~~ TYPE OF INSURANCE ~l?.P.!-!.~'!t POLICY NUMBER POUCYEFF POUCYEXP LIMITS A X COMMERCIAL GENl!RAL LIABILITY EACH or.cuRRENCE $ 1,000,000 -D CLAIMS-MADE 00 OCCUR R~~U9E~NTED 300,000 X GEC003992905 02/15/2018 02/15/2019 s MED EXP IAnuone nanonnl s 5,000 - PERSONAL & ADV INJURY s 1,000,000 -2,000,000. R'I. Ar.r.Rem 1.IMIT ... PPLIE~ PER: GENERAL AGGREGATE s POLICY x ~r& D LOC PRODUCTS -COMP/OP AGG s 2,000,000 OTHFR: $ 8 AUTOMOBILE LIABILITY fE~~"!i~tflNGLE LIMIT s 1,000,000 X ANY AUTO AEC003993005 02/15/2018 02/15/2019 BODILY INJURY /Per""""""' s -OIM'IED -SCH(3DULED -AUTOS ONLY _ AUT S BODILY INJURY (Per accident\ $ X ~~SONLY X ~8~~~ F~OPE~TYd~AMAGE s er acc,dent .__ s C UMBRELLA UAB ~OCCUR EACH OCCURRENCE $ 8,000,000 -X EXCESSUAB CLAIMS-MADE UEC003993105 02/15/2018 02/15/2019 AGGREGATE $ 8,000,000 v OED I X I RETENTION$ 10,000 s C WORKERS COMPENSATION XI ~¥fn1TE I I ~JH-AND EMPLOYERS' LIABILITY Y/N IWEC3001379 10/28/2017 10/28/2018 1,000,000 AIN P.~OPRIETOR/PARTN~XECUTIVE [R] E.L EACH ACCIDENT $ ~FFIC RIM~lfi EXCLU D? N/A 1,000,000 anclatory I E.L DISEASE -EA EMPLOYEE S irst.~ 'b1~FRATil'lNS h..,_,.., E.l DISEASE -POL ICY LIMIT s 1,000,000 D Pollution/Legal Liab PEC003993805 02/15/2018 02/15/2019 Occurrence/Aggregate 10,000,000 D Professional Llab PEC003993805 02/15/2018 02/15/2019 Occurrence/Aggregate 6,000,000 / DESCRIPTION OF OPERA TlONS / LOCA TlONS / VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If moN space Is requlNd) Carlsbad Munlclpal Water District and the City of Carlsbad, their officers, officlala, employees and volunteers are Additional Insured In regard to General Liability when required by written contract per the attached endorsement CG2033 04/13. Primary/Non-Contributory applies when required by written contract per the attached endorsement XIL424 06/05. Per project aggregate applies when required by written contract per the attached endorsement CG2503 05/09. "Should the policies be cancelled before the expiration date, Hub International Insurance Seivlces Inc. (Hub), Independent of any rights which may be afforded within the policies to the certificate holder named below, will provide to such certificate holder notice of such cancellation within thirty (30) days of the cancellation date, except In the event the cancellation Is due to non-payment of premium, In which case Hub will provide to such certificate holder notice of such cancellation within ten (10) days of the cancellation date." CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Carlsbad Municipal Water District THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad Dept of Public Works 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad, CA 92008 ~ I . . ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Environmental Logistics. Inc. POLICY NUMBER: GEC003992905 COMMERCIAL GENERAL LIABILITY CG 20 330413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to include as an additional insured any person or organization for whom you are perfom,ing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured 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. However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. CG 20 330413 © Insurance Services Office, Inc., 2012 Page 1 of 2 2. "Bodily injury" or "property damage" occurring after: a. 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 b. 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 Ill -Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you haye entered into with the additional insured; 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 of2 © Insurance Services Office, Inc., 2012 CG 20 33 0413 ENDORSEMENT This endorsement, effective 12:01 a.m., February 15, 2018 forms a part of Policy No. GEC003992905 issued to ENVIRONMENTAL LOGISTICS, INC. by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY INSURANCE CLAUSE ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS COVERAGE PART It is agreed that to the extent that insurance is afforded to any Additional Insured under this policy, this insurance shall apply as primary and not contributing with any insurance carried by such Additional Insured, as required by written contract. All other terms and conditions of this policy remain unchanged. XIL4240605 ©, 2005, XL America, Inc. Environmental Logistics. Inc. POLICY NUMBER: GEC003992905 COMMERCIAL GENERAL LIABILITY CG 2503 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT{S) GENERAL AGGREGATE LIMIT This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction ProJect(s): Each "project" for which you have agreed, in a written contract which Is In effect during this policy period, to provide a separate general aggregate limit; provided that, the contract is signed and executed prior to any loss fo1 which coverage is sought. Information reQuired to complete this Schedule if not shown above will be shown In the Declarations. A. For all sums which the Insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I -Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" Included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds: b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown In the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction project shown In the Schedule above. 4. The limlts shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, Instead of being subject to the General Aggregate Limit shown In the Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. CG 2503 0509 © Insurance Services Office, Inc., 2008 Page 1 of2 D B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- renc:es'' under Section I -Coverage A, and for all medical expenses caused by accidents under Section I -Coverage C, which cannot be attrib- uted only to ongoing operations at a single des- ignated construction project shown In the Sched- ule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit C, When coverage for liability arising out of the "products-completed operations hazard" Is pro- vided, any payments for damages pecause of ;'bodily injury" or "property damage" included In the "products-completed operations hazard" will reduce the Products-completed Operations Ag- gregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or If the authorized contract- Ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro- ject. E. The provisions of Section Ill -Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Page2of2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 . D WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC 04 03 06 (Ed. 04-84) 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. Person or Organization Where required by written agreement signed prior to loss. Schedule Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 10/28/2017 Insured Environmental Logistics, Inc. Policy No. WEC3001379 Insurance Company XL Specialty Insurance Company Countersigned By Endorsement No. WC 04 03 06 (Ed. 04-84) Copyright 1984 Workers' Compensation Insurance Rating Bureau of California. All Rights Reserved. Page 1 of 1 UTIL 1410 AGREEMENT FOR HAZARDOUS AND NON-HAZARDOUS WASTE DISPOSAL SERVICES ENVIRONMENTAL LOGISTICS, INC. _JHIS AGREEMENT is made and entered into as of the l-::{ ~ day of )\l'fi.f/ , 2016, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, ("CMWD"), and ENVIRONMENTAL LOGISTICS, INC., a California corporation, ("Contractor"). RECITALS A. CMWD requires the professional services of a contractor that is experienced in hazardous and non-hazardous waste disposal services. B. Contractor has the necessary experience in providing professional services and advice related to the disposal of hazardous and non-hazardous waste. C. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD 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 two (2) years from the date first above written. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of Directors. 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 thousand dollars ($20,000), with an amount not-to-exceed ten thousand dollars ($1 0,000) for each one (1) year Agreement period. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (1 0%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". General Counsel Approved Version 4/2/15 1 UTIL 1410 6. PREVAILING WAGE RATES 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. 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 CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD 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 CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD 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 CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD 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 CMWD. 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 CMWD. 9. OTHERCONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad, their officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by General Counsel Approved Version 4/2/15 2 UTIL 1410 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 CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under the their 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 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive 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. CMWD, 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 CMWD 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 CMWD). $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 CMWD'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 CMWD will· be named as an additional insured on Commercial General Liability which shall provide primary coverage to CMWD. General Counsel Approved Version 4/2/15 3 UTIL 1410 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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 CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3. Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 11.4. Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD 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 CMWD to obtain or maintain insurance and CMWD 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. CMWD reserves the right to require, at anytime, 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 CMWD 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 CMWD. 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 CMWD. 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 CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. Ill Ill Ill Ill General Counsel Approved Version 4/2/15 4 UTIL 1410 16. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. ForCMWD Name Matt Jacobs Title Utilities Supervisor Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 Phone 760 438 2722 x7135 For Contractor Name Ben Gardea Title Project Manager Address 8715 Miramar Place San Diego, CA 92121 Phone E-mail 858 457 1777 Ben Gardea@environmentallogistics.org 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 that the services 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 CMWD 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive 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 General Counsel Approved Version 4/2/15 5 UTIL 1410 the Executive 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. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD 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 CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD 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 CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. 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. CMWD 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, CMWD 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 CMWD 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 CMWD, 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 CMWD 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 CMWD 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 General Counsel Approved Version 4/2/15 6 UTIL 1410 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. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD 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 CMWD, 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. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill General Counsel Approved Version 4/2/15 7 UTIL 1410 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 ENVIRONMENTAL LOGISTICS, INC., a California corporation By: I ames Goyich-Vice President (print name/title) B~a~ , AL£ r (sign here) Jim Arnold-Secretary (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: ~ ~-vv~\~) (~~-- Patri ublic Works Director If required by CMWD, 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: By: "' General Counsel Approved Version 4/2/15 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of -.:)f\-N 6t::t2N A?-;J 1 ,.j 0 On _:}LNG ~-~ .::u I lp before me, _ ____::J=--=12::_:1;\,_:_:_i\J.::_c\:_:l-t:----'='-:-k_,2...-""'----_:e=cl Uc:::' =-' il:_:\_,_l._?rr:_::· '-'-1'-'_:_1--r-_:_N_:\ ·---',;p,.e'--'-----=-,'--'"'-jt-' -'r---'·:> L::_'_:_e):_:t.J'--'--=('_=---t J Date Here Insert Name and Title of the fficer personally appeared _____ --_.)_\_:_f\_·_:_\ _ _,_1~--'---'-"c:....:,_"-'~C-',_--t=------------------- Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(,at whose namew is/ace subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/A€rfthei1 authorized capacity(~), and that by his/hef4A.eir signature~ on the instrument the person~, or the entity upon behalf of which the person(s} acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above ------------------------------oPTIONAL----------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Jtcret:-B~Ih::,J-:-L~il'-::.!G-~'Ji·J Document Date: -..."JU1"'c [1_:_, --1(' 1 ~- Number of Pages: Cl Signer(s) Other Than Named Above: ..._)["! IY\l:5 (,(~ 'i i (' H 1 Capacity(ies) Claimed by Signer(s) Signer's Name: J \ Y''r\ J~rJ.ObG .·'(Corporate Officer -Title(s): .:ScCJLt::Ttn~'j Partner -I Limited General Individual Trustee Attorney in Fact Guardian or Conservator Other: ______________ ___ Signer Is Representing: _________ _ Signer's Name: ____________ _ Corporate Officer -Title(s): ______ _ Partner -Limited 1 General ; Individual Attorney in Fact 1 , Trustee Guardian or Conservator I J Other: ______________ _ Signer Is Representing: _________ _ ©2014 National Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of St]-N !:)tf2;,/r+e~~~ 1\h! On -3L.)i\.JG \:') ,-:;u_:,4: before me, -Jt'1~f~\fuz.. Ce ... on\CJIZ'',j f,jc1:1-ti2'-l. fo6,.._tc I Date Here Insert Name and Title of the Officer personally appeared _____ ...._=3"=--.!._Ft_._-_,_tv,_,'\'"""'G""-"-~'---=('"-'. _,C'--'\+-1 _.._t _._r:~· l~o-.~±~------------- Nalne(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name(s-) is/~ subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ie&), and that by his/her/their signature~) on the instrument the personfsj, or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. .' SignaiUfS.._----:-c.-'f---L~'-=~~"--"'-~-'--'--'.,.a~.J-z~ ... ~'yv __ ~ Public .I -----------------------------------------------------------opnoNAL--------------------------------------------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Docuru!'lnt:fY1fZc.l:n)t.)Jf ... (Hbf'E ../JI<>f'thtff...._ Document Date: Jl/h. .. -= 101 -~· 'L Number of Pages: ' Signer(s) Other Than Named Above: ,_:] ( VY\ (\i-2. r-_)0 1--t'} Capacity(ies) Claimed b¥ Signer(s) , 1 Signer's Name<Ji -(:-G ·1 ·. -Vil't 1--'iC:.:t--atf)cl~ -;-signer's Name:~------------ ... X:Corporate Officer-Title(s: \J ;Cc; Pt0S,b t)"J7"" :Corporate Officer-Title(s): _____ _ Partner -i Limited General i Partner -Limited r ! General Individual ' ·Attorney in Fact I Individual Attorney in Fact Trustee Guardian or Conservator 1 i Trustee . _ Guardian or Conservator Other: : Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing:--------~- ©2014 National Notary Association • www.NationaiNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 UTIL 1410 EXHIBIT "A" SCOPE OF SERVICES Environmental Logistics, Inc., agrees to perform the following services for the Carlsbad Municipal Water District: • Metal storage bin rental to contain hazardous and non-hazardous waste materials • Pick up and removal of "non-friable" hazardous waste materials (e.g. asbestos containing pipe-ACP) • Disposal of "non-friable" hazardous waste materials (e.g. asbestos containing pipe- ACP) • Pick up, removal and disposal of hazardous and non-hazardous materials • Return of empty bin CMWD will provide the following per service requested: • Lab results for evaluation of material to be disposed • Certificate of "non-friability" Total not-to-exceed amount each one (1) year agreement period: $10,000 General Counsel Approved Version 4/2/15 9 Generator Information Estimate NAME Carlsbad Water District ADDRESS 1635 Faraday Avenue I!NVIRONMBNT~ CITY STATE ZIP Carlsbad, CA 92008 PHONE 760.438.2722 LOGISTICS CELL E-MAIL Matt.Jacobs(~carlsbadca.qov Estimate Date: 4/18/2016 CONTACT Matt Jacobs Project Start Date: TBD P.O.# Estimate By: Jim Goyich Change Order # Estimate Total: $1 ,259.25 EPA ID No. Customer Terms: Net30 Qty. Units Item Rate Cost $0.00 2 Hour Bin Deliver and Pickup (On Site Time Subject to Prevailing Wage) $135.00 $270.00 3 CY Asbestos Debris Disposal $150.00 $450.00 1 Month Bin Rental (one month included in estimate) $50.00 $50.00 1 Man/Day PPE Level D (one site visit included in estimate) $25.00 $25.00 3 Hours Transportation to TSDF $100.00 $300.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Sub Total Equipment, Materials, Labor, Permits, Disposal/Recycling $1,095.00 Energy, Environmental & Security Surcharge (on invoice total) 15% $164.25 Grand Total $1,259.25 Client Authorized Signature Date: Ell Representative: Jon Bennett Estimate I!NVIRONMI!NT~1._ ~ Page 2 of 2 I.OGISTICS~ Scope of Services • Manifesting and Waste Profiling Assistance Included • Mobilize a 40-Hazwoper Trained driver with associated valid commercial license and hazmat endorsement. • Prepare all shipping and waste disposal documents including hazardous waste manifests, profiles for waste generator's signature. • Profile waste for disposal to a permitted Treatment, Storage and Disposal Facility (TSDF) for Asbestos Debris . • Provide associated documentation to the Customer. • Ell personnel will be equipped with the proper PPE for the tasks required. Based on the scope of work presented herein, Level D PPE will be required . • An autorized representative of the generator will be required to be onsite at the time of our pickup to sign waste manifests. • Questions or scheduling inquiries should be diredted to the San Diego Ell office at 858.457.1777 Assumptions • The work schedule will not be affected by inclement or dangerous weather conditions . • Scheduling is subject to Ell approval and availability of resources. Please contact your Ell customer service representative to finalize the schedule for this project. • Hourly rates are based on portal to portal, during normal weekday operations . • Overtime (after 8 hours) Double Time (after 12 hours and weekend and Holiday Normal rates) apply . • Additional services requested that are not listed in this proposal will be billed according to our standard schedule of rates. • Goods and services outlined in this proposal are provided based on the completion and acceptance of the Ell customer application form. • Actual volume of waste materials may vary from estimate and will be billed accordingly . • Disposal charges are subject to approval of the waste profile by the disposal facility • Additional work will not be completed without the prior written approval of the Customer . • Unit costs presented herein will be valid for 90 days from the date of this estimate . Terms Payment terms are 30 days from the receipt of the invoice for the completed project. COD payment terms are available upon request. Customer shall have the right to terminate this agreement, in whole or in part, with or without cause, by providing Ell written notice of termination. Ell shall be paid the amount earned or reimbursable to it, including all reasonable costs incurred by Ell in connection with discontinuing the services referenced herein. Ell shall have no further claim against Customer with respect to such termination. This agreement may be terminated by Ell with or without cause upon written notice to Customer. Upon written notification this agreement will terminate and Ell shall be paid the amount earned hereunder to the date of termination. Ell shall have no further claim against Customer with respect to such termination. Broker I Billmg Address Company Same Contact Phone Email Address SeNing All of California o Toll Free (888) 641-3940 (909) 546-1354 Rialto o (510) 670-9901 Hayward o (858) 457-1777 San Diego o (661) 843-7901 Bakersfield