Loading...
HomeMy WebLinkAboutUrban Corps of San Diego; 2019-08-14; PSA20-847ENVPSA20-847ENV City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AGREEMENT FOR LITTER REMOVAL SERVICES URBAN CORPS OF SAN DIEGO This Amendment No.1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated August 14, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Urban Corps of San Diego, a not-for-profit corporation, (“Contractor") (collectively, the “Parties”) for Litter Removal Services. RECITALS A. The Parties desire to alter the Agreement’s scope of work to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on August 12, 2021, on a time and materials basis not-to-exceed ninety-eight thousand dollars and four cents ($98,000.04). 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. /// /// /// /// /// /// /// DocuSign Envelope ID: D3418564-9BF1-462F-8A06-FD879C195A25 July 14th PSA20-847ENV City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California URBAN CORPS OF SAN DIEGO, a not- for-profit corporation By: By: (sign here) Geoff Patnoe, Assistant City Manager, as authorized by the City Manager Kyle Kennedy / CEO (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: D3418564-9BF1-462F-8A06-FD879C195A25 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 12116/2019 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, ANO 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 NAME: Arthur J. Gallagher & Co. PHONE I FAX Insurance Brokers of California, Inc. LIC# 0726293 /Air N~ l=vtl• (A/C, Nol: E-MAIL 1255 Battery Street #450 ADDRESS: San Francisco CA 94111 INSURER($} AFFORDING COVERAGE NAIC# INSURER A: Non Profits' United Workers' Compensation Group INSURED NONPUNl-01 INSURER B : Great American E&S Insurance Company 37532 Urban Corps of San Diego County INSURER c: Safetv National Casualtv Corporation 15105 P.O. Box 80156 San Diego, CA 92138 INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 1339485051 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 TYPE OF INSURANCE ADDL SUBR ,:g'ffi%M"lv1 ,~g7JiYvW?,1 LIMITS LTR INSD WVD POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ I CLAIMS-MADE □ OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence) $ MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGR EGATE $ ~ □PRO-□ PRODUCTS· COMP/OP AGG $ POLICY J ECT LOC OTHER: $ AUTOMOBILE LIABILITY COMBINED1f'NGLE LIMIT $ ·-,_(E.a accident ANY AUTO BODILY INJURY (Per person} $ -OWNED -SCHEDULED BODILY INJURY (Per accident} $ -AUTOS ONLY ,___ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ -AUTOS ONLY ,___ AUTOS ONLY iJf'J!L@.CCidenl) $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION NPU-WCG 001 -2020 1/1/2020 1/1/2021 X I ~f~TUTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANYPROPRI ETOR/PARTNERIEXECUTIVE □ NIA E.L. EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $500,000 If yes. describe under E.L. DISEASE · POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS below B XSWC • Buffer Layer 12032019-00 111/2020 1/1/2021 XS of SS00. 000 250,000 (EL & WC) C xswc SP4061660 1/1/2020 1/1/2021 XS of $750,000 2,000.000 (EL) XS of S750.000 Statutory (WC) DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be atlached II more space Is required) Re: All California operations of the named insured CERTIFICATE HOLDER CANCELLATION -. . -. . -··- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad Public Works/General Services ACCORDANCE WITH THE POLICY PROVISIONS. 405 Oak Avenue ;{HORIZED REPRESENTATIVE Carlsbad CA 92008 p ~,.C,ao I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 2' of 2 38208 CERTIFICATE OF WORKERS' COMPENSATION COVERAGE I DATE Dec 16, 2019 PRODUCER NonProfits' United Workers' Compensation Group THIS CERTIFICATE IS ISSUED AS MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 610 Fulton Avenue, Suite 200 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE Sacramento, CA 95825 Phone: (916) 868-6231 COVERAGE AFFORDED BY THE POLICIES BELOW. Fax: (916) 880-5251 Arthur J. Gallagher & Co Insurance Brokers of California, Inc 1255 Battery Street #450 INSURERS AFFORDING COVERAGE San Francisco, CA 94111 INSURED NonProfits' United Workers' Compensation Group INSURER A: Urban Corps of San Diego County INSURERS: Great American E&S Insurance Company [NAIC#37532] PO Box80156 San Diego, CA 92138 INSURERC: Safety National Casualty Corp [NAIC # 15105] INSURERD: INSURERE: - COVERAGES This Certificate is not intended to specify all endorsements, coverages, terms, conditions and exclusions of the policies shown. THE POLICIES OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE AFFILIATE MEMBER 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 COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY POLICY LTR TYPE OF COVERAGE POLICY NUMBER EFFECTIVE DATE EXPIRATION LIMITS DATE GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ I CLAIMS MADE I loccuR MED EXPENSE (Any one $ GENERAL AGGREGAl;E LIMIT APPLIES PER: PERSONAL & ADV INJURY $ POLICY I I PROJECT I I LOC GENERALAGGREGATE $ PRODUCTS-COMP/OP AGG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ., (Each accident) "' ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) !I; HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) !I; PROPERTY DAMAGE "' (Per accident) !I: X I PER I STATUTE I~ WORKERS' COMPENSATION E.L. EACH ACCIDENT $500,000 A AND NPU-WCG 001-2020 1/1/2020 1/1/2021 EMPLOYERS LIABILITY E.L. DISEASE -EA EMPLOYEE $500,000 E.L. DISEASE -COVERAGE $500,000 LIMIT OTHER B XSWC -Buffer Layer 12032019-00 1/1/2020 1/1/2021 XS of $500,000 $250,000 (EL & WC) C xswc SP4061660 1/1/2020 1/1/2021 XS of $750,000 $2,000,000 (EL) XS of $750,000 Statutory (WC) DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAUPROVISIONS Waiver of Subrogation included by Endorsment NPUWCG-URBAN-102 CERTIFICATE HOLDER I CANCELLATION NPUWCG-URBAN-0102 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED City of Carlsbad/CMWD IN ACCORDANCE WITH THE POLICY PROVISIONS. .. c/o EXIGIS Insurance Compliance Services PO Box 488-ECM #35050 New York, NY 10163-4668 -.,.,.., ~>~/ C _,......-:1:- ./ ·7 _,,,, _,,.,,,.,- Based on ACORD 25 (2016/03) ' "'. NONPROFITS tUNITED . . . . . . . . THIS ENDORSEMENT CHANGES THE MEMORANDUM OF COVERAGE PLEASE READ IT CAREFULLY WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US NonProfits' United Workers' Compensation Group Memorandum of Coverage: NPU-WCG 001-2020 This endorsement modifies the coverage provided under the following: Memorandum of Coverage: PART ONE: WORKERS' COMPENSATION COVERAGE Paragraph H. RECOVERY FROM OTHERS is amended with respect to the following: Name and Address of Person or Organization: City of Car/sbad/CMWD c/o EXIG/S Insurance Compliance Services PO Box 4668 -ECM #35050 New York1 NY 10163-4668 DESCRIPTION OF OPERATIONS/LOCATIONS ADDED BY ENDORSEMENT: -The City of Carlsbad1 its officers1 officials1 employees1 agents and volunteers. NPU-WCG waives any right of recovery it may have against the person or organization shown above because of payments made by NPU-WCG for injury or damage arising out of the Members' operations done under a contract with that person or organization shown above and included in the coverage provided by the Memorandum of Coverage. This waiver applies only to the person or organization shown on the Schedule Above. This endorsement is part of the Memorandum of Coverage and is effective on the date shown below. All other terms and conditions remain unchanged. Effective Date: January 1, 2020 Expiration Date: January 1. 2021 Member: Urban Corps of San Diego County Endorsement No: N PUWCG-U RBAN-0102 Date Issued: Dec 16. 2019 Representative for NPU-WCG NPU-WCG Paget MOC: NPU-WCG 001-2020 PSA20-847ENV City Attorney Approved Version 6/12/18 1 AGREEMENT FOR LITTER REMOVAL SERVICES URBAN CORPS OF SAN DIEGO THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and URBAN CORPS OF SAN DIEGO, a not-for-profit corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in litter collection and removal. B. Contractor has the necessary experience in providing professional services and advice related to litter removal. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for five (5) additional 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 ninety-eight thousand dollars and four cents ($98,000.04). 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 ninety-eight thousand dollars and four cents ($98,000.04) 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". DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA August 14th PSA20-847ENV City Attorney Approved Version 6/12/18 2 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 3 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. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 4 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Tim Murphy Name D’Wane Brown Title Watershed Protection Program Manager Title Environmental Services Manager Department Public Works Address 3127 Jefferson Street City of Carlsbad San Diego, CA 92110 Address 1635 Faraday Avenue Phone No. 619-235-6884 Carlsbad, CA 92008 Email dbrown@urbancorps.org Phone No. 760-602-7587 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. DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California URBAN CORPS OF SAN DIEGO, a not- for-profit corporation By: By: (sign here) for Scott Chadwick / City Manager Kyle Kennedy / CEO (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA PSA20-847ENV City Attorney Approved Version 6/12/18 8 Exhibit “A” Scope of Services Task List 1. Litter Removal and Disposal - Contractor will provide litter removal within the public right of way at specific sites as directed by the project manager. All trash will be disposed of at a site approved by the Contract/Project Manager from the City of Carlsbad. The contractor will record data including, amount, types of litter and other miscellaneous items smart phone or similar electronic device through an application provided by the City of Carlsbad. 2. Miscellaneous Activities - Will include general labor services, and as needed labor as determined by the Contract/Project Manager. Crew Requirements 1. Crew must consist of one supervisor, and minimum of two crew members who can, safely lift, up to 50 pounds unassisted. Read, write and speak English. 2. Crew must be able to collect digital data via a smart device provided by the Project Manager. 3. Contractor will provide a mobile smart phone for supervisor of crew. 4. Contractor will provide all personal protective equipment, vehicles (stake bed with lift gate), traffic control devices, hand tools, (55 gallon) heavy-duty trash bags, and uniforms necessary to complete assigned task. DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA Date: 7/19/2019 Project: City of Carlsbad Litter Collection and Removal Pilot Study DESCRIPTION QTY. HOURS RATE COST Corpsmember Labor 2.0 1,248.0 $22.50 56,160.00$ Supervisor Labor 1.0 1,248.0 $30.00 37,440.00$ Vehicle Rental 12.0 $88.67 1,064.04$ Fuel 12.0 $278.00 3,336.00$ 98,000.04$ Scope of Work: Urban Corps of San Diego will provide a supervised crew of two: one supervisor and two corpsmember 3-days per week, to conduct litter removal services at specific sites as designated by City Staff within the City of Carlsbad Pilot program. This includes general labor services and as needed labor as determined by Carlsbad Staff. All trash will be disposed of at a site approved by the City of Carlsbad. Carlsbad City Staff may adjust the weekly schedule with a 72-hour prior notice to the Urban Corps. Hours may not exceed 312 hours per month, totaling 3,744 hours for duration of the contract. Litter Removal Services YEARLY COST To: Tim Murphy Watershed Protection Program Manager Environmental Management Department City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 www.carlsbadca.gov From: D'Wane Brown Environmental Services Manager Urban Corps of San Diego County 3127 Jefferson St, San Diego, CA 92110 Email: dbrown@urbancorps.org : e-mail Cell:619-954-4705 Office:619-235-6884 PSA20-847ENV DocuSign Envelope ID: C3EB6DB3-790A-4DCB-A64D-94EE119ED0EA DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE THISCERTIFICATEISISSUEDASAMATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER.THIS CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW.THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEACONTRACTBETWEENTHEISSUINGINSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:IfthecertificateholderisanADDITIONALINSURED,thepolicy(ies)mustbeendorsed.IfSUBROGATIONISWAIVED,subjectto thetermsandconditionsofthepolicy,certainpoliciesmayrequireanendorsement.Astatementonthiscertificatedoesnotconferrightstothe certificate holder in lieu of such endorsement(s). CONTACTPRODUCERNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIODINDICATED. NOTWITHSTANDINGANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS CERTIFICATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBRINSR POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITSPOLICY NUMBERLTR (MM/DD/YYYY)(MM/DD/YYYY)INSDWVD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT $OTHER: COMBINED SINGLE LIMITAUTOMOBILE LIABILITY $(Ea accident) BODILY INJURY (Per person) $ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS AUTOSNON-OWNED PROPERTY DAMAGE $HIRED AUTOS (Per accident)AUTOS $ UMBRELLA LIAB EACH OCCURRENCE $OCCUR EXCESS LIAB CLAIMS-MADE AGGREGATE $ $DED RETENTION$ PER OTH-WORKERS COMPENSATION STATUTE ERAND EMPLOYERS' LIABILITY Y / NANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $N / AOFFICER/MEMBER EXCLUDED?(Mandatory in NH)E.L. DISEASE - EA EMPLOYEE$If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULDANYOFTHEABOVEDESCRIBEDPOLICIESBECANCELLEDBEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2014/01) URBAN-7 OP ID: KV 12/11/2018 Keri VogtFaith Insurance ServicesBrakke Schafnitz Ins. Brokers28202 Cabot Rd. Suite 600Laguna Niguel, CA 92677Charles A. Faith 949-365-5144 949-313-3288 keri.vogt@sig.us American States Insurance 19704 General Ins. Co. of AmericaUrban Corps of San DiegoCountyPO Box 80156 San Diego, CA 92138 B X 1,000,000 X Y 24CC28766290 10/25/201810/25/2019 200,000 10,000 1,000,000 3,000,000 X 3,000,000 1,000,000 B X 24CC32284220 10/25/201810/25/2019 X X X X Comp 1,000 X Coll 1,000 XX 6,000,000 A 01SU43636620 10/25/201810/25/2019 6,000,000 B Professional Liab LP7745020K 10/25/201810/25/2019 Per Incid 1,000,000 Aggregate 3,000,000 Agreement Name: UTIL895 City of Carlsbad is named as additional insured as required by written agreement per the attached endorsement COCEXIG City of Carlsbad/CMWD c/o Exigis Insurance Compliance Services P.O. Box 488-ECM#35050 New York, NY 10163-4668 Policy No. 24CC28766290 City of Carlsbad The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNEDAUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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 THISCERTIFICATE 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. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/15/2017 Arthur J. Gallagher & Co.Insurance Brokers of California, Inc. LIC# 07262931255 Battery Street #450San Francisco CA 94111 Urban Corps of San Diego CountyP.O. Box 80156San Diego, CA 92138 NonProfits' United Workers' Compensation Safety National Casualty Corporation 15105NONPUNI-01 1473950847 A NPU - WCG 001-2018 1/1/2018 1/1/2019 X 500,000 500,000 500,000 B Excess Wokers' Comp SP4057827 1/1/2018 1/1/2019 Limit Per OccurenceE.L. Per Occ & AggXS of 500,000 Statutory2,000,000 Re: All California operations of the named insured City of CarlsbadPublic Works/General Services405 Oak AvenueCarlsbad CA 92008