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HomeMy WebLinkAboutIntegrity Municipal Systems LLC; 2016-06-27; UTIL1441AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ODOR CONTROL UNIT MAINTENANCE SERVICES INTEGRITY MUNICIPAL SYSTEMS, LLC UTIL 1441 This Amendment No. 1 is entered into and effective as of the ~ day of :S-ui\..f« , 2018, extending and amending the agreement dated June 27, 2016, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Integrity Municipal Systems, LLC, a limited liability company, ("Contractor") (collectively, the "Parties") for Palomar Commons sewer system odor control unit maintenance services. RECITALS A. The Parties desire to alter the Agreement's scope of work to add additional funding. B. The Parties desire to extend the Agreement for a period of one (1) additional two (2) year period; 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 eleven thousand one hundred dollars ($11,100). 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 twenty-two thousand two hundred dollars ($22,200). 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 June 26, 2020. 4. All other provisions of the Agreement, as may have been amended from time time, will remaitt>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. Ill Ill Ill City Attorney Approved Version 1 /30/13 UTIL 1441 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. CONTRACTOR INTEGRITY MUNICIPAL SYSTEMS, LLC, a limited liability company By~ (signhere) R,.oor c.. S-p,.,f\/ /Gfo £ (print name/title) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ers, Utilities Director If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -~____.....__:C-~----f....,.'L ...... ~=-=........_ __ Deputy City Attorney City Attorney Approved Version 1 /30/13 2 ~ntegrity Exhib it "A" MUNICIPAL SYSTEMS MONTHLY SERVICE PROPOSAL ODOR CONTROL SCRUBBER SYSTEMS SERVICE FOR PALOMAR COMMONS, CARLSBAD IMS File No.: S18-022 Prepared on: June 1, 2018 CO NTACT Integrity Municipal Systems, LLC Kingston Leung 131 35 Danielson St., Suite 204 Poway, CA 92064 Tel: (858) 218-3762 Cell: (916) 213-8758 Email: Kingston@integrityms.net IMPORTANT NOTICE: All i11format.ion in tJiis Proposal is co11fidcnt.ial and has been pre pared for Buyer's use solely in considering the purchase of the Equipment dcsc1ibcd. T nmsmission of all or any part of tJ1is Proposal to otlicrs or use by Buyer for otJ1cr purposes is unauth01i zcd without Seller's advance wiiucn consent ~ntegrity MUNICIPAL SYSTEMS 1.1 SCOPE OF WORK BY INTEGRITY MUNICIPAL SYSTEMS, LLC ("SELLER") The following services and supplies (collectively, "Services") are included in Seller's scope of supply: A. Scope of Work During Monthly Service (THREE [3] SERVICE VISITS/MONTH) Overall System Inspection System Performance • Measure Inlet/ Outlet H2S Concentrations & Removal Efficiency • Measure Airflow Rate (Quarterly) System Operation • Check Water Flow & Water Flow Rate • Check Drain pH • Check Water Pressure • Check Solenoid Valve Timer • Adjustment of Nutrient Pump Settings (if required) Electrical • Voltage and Amperage Measurements of Fan Motor Nutrient Tank • Check level • Refill with nutrient solution as needed Nutrient Metering Pump • Verify Pump Functionality • Check for Leaks Exhaust Fan • Grease Motor Bearings (Quarterly) • Check for Upset Conditions B. Report/Invoice o A complete inspecti on/service report will be provided each month. This report would provide up-to-date status of the biological odor control system. ~ntegrity MUNICIPAL SYSTEMS SECTION II: RATE SHEET Monthly Service (3 service visits per month), and quarterly report Labor Materials (parts) Monthly Total: $925/system x 12 months Direct Cost+ 30% $925 ESTIMATED ANNUAL COST OF SERVICE: Non-Standard Services: Month ly Service Price: $925 ANNUAL TOTAL: $11 ,100 TWO-YEAR TOTAL: $22,200 If there is major work that needs to be carried out, we will prepare a cost proposal prior to starting any work. INTEMUN-02 CLARICEARENA ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 1/8/2018 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 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 ri!:1hts to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: NFP Property & Casualty Services, Inc. F.t8~Jo, Ext): (858) 869-8300 I FiO~. No):(858) 869-8301 6165 Greenwich Drive Suite 200 E-MAIL ADDRESS: San Diego, CA 92122 INSURER/SI AFFORDING COVERAGE NAIC# 1NsuRER A: Associated Industries Ins Comoanv 23140 INSURED 1NsuRER B : West American Insurance Co 44393 Integrity Municipal Systems, LLC INSURER c: National Union Fire Ins Co of Pitts bu rah PA 19445 13135 Danielson Street 1NsuRER D ,State Como Ins Fund of CA 35076 Suite 204 Poway, CA 92064 INSURER E: INSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ·-INSR ADDL SUBR POLICY EFF POLICY EXP I TR TYPE OF INSURANCE ,.,~n un,n POLICY NUMBER yy LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ~ D CLAIMS-MADE [!] OCCUR X AES103705903 01/01/2018 01/01/2019 DAMAGE TO RENTED 100,000 PREMISES /Ea occurrence\ $ ~ MED EXP (Anv one oerson\ ~ $ 1,000 PERSONAL & ADV INJURY ~ $ 1,000,000 ~'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY D j~f D LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ ,/ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ~--JEa accident) ---------_j -... ANY AUTO BAW56293814 01/01/2018 01/01/2019 BODILY INJURY (Per oerson\ $ OWNED ~ SCHEDULED X AUTOS ONLY AUTOS BODILY INJURY (Per accident\ $ X HIRED AUTOS ONLY X ~8ra~"m1.~ fp'i,7~2c~d~it~AMAGE $ $ C UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE $ 4,000,000 ~ EBU014523133 01/01/2018 01/01/2019 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 ,/ OED I X I RETENTION$ $ D WORKERS COMPENSATION XI ~\%uTE I I OTH-AND EMPLOYERS' LIABILITY ER YIN X 908281418 01/01/2018 01/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L DISEASE -EA EMPLOYEE $ ~~st~(tfrJ~ o70PERA TIONS below E.L DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) Re: Agreement Number: PWM18-28UTIL; Job: I-Box Carbon Media Replacement at Palomar Commons. The City of Carlsbad is additional insureds, as required by written contract with the named insured, per the attached CG2033 07/04 and CG2037 07/04 forms regarding General Liability. Waiver of Subrogation applies per the attached SCIF Form 10217 regarding Workers' Compensation. 30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE :lij()J I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I POLICY NUMBER: AES103705903 COMMERCIAL GENERAL LIABILITY CG 20 33 07 04 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 or- ganization for whom you are performing 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 addi- tional insured on your policy. Such person or or- ganization is an additional insured only with re- spect 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. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are com- pleted. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying servic- es, including: a. The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opi- nions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. 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 ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional in- sured(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 subcontrac- tor engaged in performing operations for a principal as a part of the same project. CG 20 33 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 D POLICY NUMBER: AES103705903 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 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 SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations All persons or organizations where written contract with the Named Insured requires additional insured completed operations. This form does not apply to your work on "residential property". Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 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 dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sche- dule of this endorsement performed for that addi- tional insured and included in the "products- completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 D STATE: ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS BROKER COPY '~ •-f.1 ::: r-.i'--r I .., "• •, -L ,~ -. ", _ L. ~FOND- HOME OFFICE SAN FRANCISCO ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME EFFECTIVE JANUARY 1, 2018 AT 12. 01 A.M. AND EXPIRING JANUARY 1, 2019 AT 12.01 A.M. INTEGRITY MUNICIPAL SYSTEMS, LLC 13135 DANIELSON ST STE 204 POWAY, CA 92064 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LI.ABLE 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, THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00? OF THE TOTAL POLICY PREMIUM, SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 9082814-18 RENEWAL NA 7-46-27-42 PAGE 1 OF NOTHING IN THIS ENDORSEMENT CONTAINED SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY. AL TEA, WAIVE OR LIMIT THE TERMS. CONDITIONS, AGREEMENTS OR LIMITATIONS OF THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: ~:t!t:i.£t PRESIDENT AND CEO 2572 SCIF FORM 10217 IREV.7·20141 OLD OP 217 1 AGREEMENT FOR ODOR CONTROL UNIT MAINTENANCE SERVICES INTEGRITY MUNICIPAL SYSTEMS, LLC UTIL 1441 THIS AGREEMENT is made and entered into as of the l...:+-fL-. day of ::rvf\:e... , 2016, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and INTEGRITY MUNICIPAL SYSTEMS, LLC, a limited liability company, ("Contractor"). RECITALS A. City requires the professional services of a wastewater odor control equipment contractor that is experienced in maintenance and operation of biological odor control systems. B. Contractor has the necessary experience in providing professional services and advice related to maintenance and operation of biological odor control systems. 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 two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for one ( 1) additional two (2) 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 seventeen thousand nine hundred ten dollars ($17,91 0). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (1 0%) 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 during design and preconstruction such as inspection and land surveying work, cumulatively City Attorney Approved Version 2/29/16 UTIL 1441 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 attorney's 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. 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' City Attorney Approved Version 2/29/16 2 UTIL 1441 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. 11.2 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. 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. City Attorney Approved Version 2/29/16 3 UTIL 1441 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. 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 Title Department Address Phone No. Mark Biskup Associate Engineer Utilities Department City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 760-603-7352 For Contractor Name Jim Pike Title Operations Manager Address 13135 Danielson St. Suite 204 Poway, CA 92064 Phone No. 858-218-2756 Email jim@integrityms.net 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. City Attorney Approved Version 2/29/16 4 UTIL 1441 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 ( 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 City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 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. City Attorney Approved Version 2/29/16 5 UTIL 1441 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. 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. Ill Ill Ill Ill Ill City Attorney Approved Version 2/29/16 6 UTIL 1441 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 INTEGRITY MUNICIPAL SYSTEMS, LLC, a li · d liability company f<_o '::.t• C J A il\1 f K-E:>· t)fNT t CEo --~----~~~----~~----------1 (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Patrie Public Works Director as authorized by the City manager If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney I • BY: '-.. (' C/,/~// ( c ( Deputy City Attorney '· City Attorney Approved Version 2/29/16 7 ~ntegrity EXHIBIT A MUNICIPAL SYSTEMS MONTHLY SERVICE PROPOSAL ODOR CONTROL SCRUBBER SYSTEMS SERVICE FOR PALOMAR COMMONS, CARLSBAD IMS File No.: S16-008 Prepared on: May 20, 2016 CONTACT Integrity Municipal Systems, LLC Jim Pike 13135 Danielson St., Suite 204 Poway, CA 92064 Tel: (858) 218-3756 Cell: (858) 449-8489 Email: jim@integrityms.net IMPORTANT NOTICE: All information in this Proposal is confidential and has been prepared for Buyer's use solely in considering the purchase of the Equipment described Transmission of all or any part of this Proposal to others or use by Buyer for other purposes is unauthorized without Seller's advance written tegrity MUNICIPAL SYSTEMS SECTION 1: SCOPE OF WORK BY INTEGRITY MUNICIPAL SYSTEMS. LLC ("SELLER") The following services and supplies (collectively, "Services") are included in Seller's scope of supply: A. Scope of Work During Monthly Service (THREE [3] SERVICE CALLS/MONTH) Overall System Inspection System Performance • Measure Inlet I Outlet H2S Concentrations & Removal Efficiency • Measure Airflow Rate (QUARTERLY) System Operation • Check Water Flow & Water Flow Rate • Check Drain pH • Check Water Pressure • Check Solenoid Valve Timer • Adjustment of Nutrient Pump Settings (if required) Electrical • Voltage and Amperage Measurements of Fan Motor Nutrient Tank • Check level • Refill with nutrient solution as needed Nutrient Metering Pump • Verify Pump Functionality • Check for Leaks Exhaust Fan • Grease Motor Bearings (QUARTERLY) • Check for Upset Conditions B. Report/Invoice . o A complete inspection/service report will be provided each month. This report would provide up-to-date status of the biological odor control system. SECTION II: Palomar Commons Odor Control System Service and Maintenance Billing Schedule No. Month Service calls/mo Billing Amount Comment Feb, 2016 3 None Includes one service/month per original contract, system In warranty Mar, 2016 3 None Includes one service/month per original contract, system in warranty Apr, 2016 3 None Includes one service/month per original contract, system In warranty May, 2016 3 None Includes one service/month per original contract, system in warranty 1 Jun, 2016 3 590 Includes one service/month per original contract, system in warranty 2 Jul, 2016 3 590 Includes one service/month per original contract, system in warranty 3 Aug, 2016 3 590 Includes one service/month per original contract, system in warranty 4 Sep, 2016 3 590 Includes one service/month per original contract, system in warranty s Oct, 2016 3 590 Includes one service/month per original contract, system in warranty 6 Nov, 2016 3 590 Includes one service/month per original contract, system in warranty 7 Dec, 2016 3 590 Includes one service/month per original contract, system in warranty 8 Jan, 2017 3 590 Includes one service/month per original contract, system in warranty 9 Feb, 2017 3 590 Includes one service/month per original contract, system in warranty 10 Mar, 2017 3 840 Three service calls per month 11 Apr, 2017 3 840 Three service calls per month 12 May, 2017 3 840 Three service calls per month 13 Jun,2017 3 840 Three service calls per month 14 Jul, 2017 3 840 Three service calls per month 15 Aug, 2017 3 840 Three service calls per month 16 Sep,2017 3 840 Three service calls per month 17 Oct, 2017 3 840 Three service calls per month 18 Nov, 2017 3 840 Three service calls per month 19 Dec, 2017 3 840 Three service calls per month 20 Jan, 2018 3 840 Three service calls per month 21 Feb, 2018 3 840 Three service calls per month 22 Mar, 2018 3 840 Three service calls per month 23 Apr, 2018 3 840 Three service calls per month 24 May, 2018 3 840 Three service calls per month Total for two year service contract 17,910 Note 1 : service include providing nutrient solution, checking system performance and overall system monitoring Note 2: If there is a major rebuild work that needs to be carried out, we will prepare a cost proposal and get approval prior to starting any work Note 3: Prevailing Wages are included ~ntegrity MUNICIPAL SYSTEMS