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Veolia ES Technical Solutions LLC; 2017-06-22; GS1555
GS1555 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR CITY-GENERATED UNIVERSAL AND HAZARDOUS WASTE REMOVAL SERVICES VEOLIA ES TECHNICAL SOLUTIONS, LLC This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2019, extending the agreement dated June 22, 2017, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Veolia ES Technical Solutions, a Delaware limited liability company, (“Contractor") (collectively, the “Parties”) for city-generated universal and hazardous waste removal services. RECITALS A. On June 22, 2018, the Parties executed Amendment No. 1 to the Agreement to extend the agreement for one (1) year; and B. The Parties desire to extend and fund the Agreement for a period of one (1) year; and 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 June 29, 2020 on a time and materials basis not- to-exceed twenty-five thousand dollars ($25,000). 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// DocuSign Envelope ID: 1187398B-04B6-454C-9F31-50E0F93694FB June 21st GS1555 City Attorney Approved Version 1/30/13 2 4.The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California VEOLIA ES TECHNICAL SOLUTIONS, LLC, a Delaware limited liability company By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (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: _____________________________ Deputy City Attorney DocuSign Envelope ID: 1187398B-04B6-454C-9F31-50E0F93694FB John Flaminio ®ACORDLr/CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) 12/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THISCERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZEDREPRESENTATIVEORPRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONALINSURED,the policyiies)must have ADDITIONALINSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subjectto the terms and conditions of the policy,certain policies may require an endorsement.A statement onthiscertificatedoesnotconferrightstothecertificateholderinlieuofsuchendorsement(s). PRODUCER CONTACTMarshUSA,Inc.20351.;FAX540W.Madison Street we:I (NC,N40):Chicago,IL 60661 E'DMLIR'Ess-Aitn:Veolia.CertRequest@marsh.com1Fax:212-948-5053 ' INSURER(S)AFFORDING COVERAGE NAIC# AZUSA INSURER A :National Union Fire InsuranceCompany Of Pittsburgh,19445 INSURED .,Veolia ES Technical Solutions,LLC “SURE"B -New Hampsm’e”swam 107 South Motor Avenue INSURERC :N/A N/AAme:CA 91702 msunen D :Lloyd’s Syndicaies623/2623 INSURER E :IllinoisNational InsuranceCompany 23817 INSURER F : COVERAGES CERTIFICATE NUMBER:CHI-008065232438 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITSSHOWN MAY HAVEBEEN REDUCED BY PAID CLAIMS.I—'|I???TYPEOF INSURANCE $33:poucvNUMBER iififiiégivfifii (03/533550)LIMITSAXCOMMERCIALGENERALLIABILITYGL542-5835 01/01/2019 01/01/2020 EACH OCCURRENCE s 2,000,000 CLAIMS-MADE OCCUR Beyegggggi'gggm,$1,000,000 __MED EXP (Anyone person)$10'000 __PERSONAL &ADVINJURY 5 2000900 @‘LAGGREGATE LIMIT APPLIES PER:GENERALAGGREGATE $4,000,0001:POLICY 538+LOC PRODUCTS -COMP/OP AGG s 4,000,000 OTHER::5 A AUTOMOBILELIABILITY CA975-7448 (A03)(31/01/2019 01/01/2020 gigglc‘i‘figflsmsfiLIMIT 3;1000000 A 7 ANYAUTO CA976—7449(MA)01/01/2019 (31/01/2020 BODILYiNJURY (Perperson)$“T OWNED SCHEDULED --.—v AUTOS ONLY AUTOS CA976 74 20 (VA)01/01/2019 (31/01/2020 BODILYINJURY (Peracoident)$ HIRED NON-OWNED PROPERTY DAMAGE $_AUTOS ONLY AUTOS ONLY (Per accident) is Aw UMBRELLA“AB fl OCCUR EACHOCCURRENCE s EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION s sBWORKERSCOMPENSATIONWC046-91—2802(AOS)01/01/2019 01/01/2020 X PER I OTH- B ANDEMPLMERS'”ABM"Y IN WC 046 91 2803 AZ IL KY N NH NJ 0001/2019 0001/2020 STATUTE ER arisenLEIEREIRRECWVE ‘‘<~10*,,I 100000 (Mandated/In NH)'PA,UT,VA,VT)E.L.DISEASE -EAEMPLOYEE s 1900000 If)ESCRTPSTCIgrfi \OniggPERATIONsbelow WC 046912804 (FL)OHM/2019 W01I2020 EL,DISEASE —POLICYLIMIT 3;1900900 D Pollution Legal Liability W1D4CS190301 01/01/2019 01/01/2020 PerClaim 5,000,000 Claims Made Form SIR $750,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS]LOCATIONSl VEHICLES (ACORD101,AdditionalRemarksSchedule,maybe attached ifmorespace is required)The CityOf Carlsbad isincluded as additional insured (except as respectsallcoverageafforded byworkers‘compensation)where required bywritten contract but onlyfor liabilityarising outofihe operationsof the named insured.This insurance is primary and non—contributoryover any existing insurance and limitedto liability arising out of the operationsof the named insured and where required bywritten contract. CERTIFICATE HOLDER CANCELLATION City ofCarlsbadICMWD o/o Exigls InsuranceCompliance Services POBox 4668-EC#35050 NY,NY 101634668 SHOULD ANYOF THEABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHEEXPIRATIONDATETHEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITHTHE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIVEofMarshUSAInc. ManashiMukherjee ACORD 25 (2016/03) ©1988-2016 ACORD CORPORATION.All rights reserved. The ACORD nameand logo are registered marks of ACORD AGENCY CUSTOMER ID:CN102584993 Loc #:ChicagoA®ACORD ADDITIONAL REMARKS SCHEDULE Page _2__°f A Marsh USA,inc.Veolia ES Technical Solutions,LLC 107 South MotorAvenuePOLICYNUMBERAzusa,CA 91702 CARRIER NAIc CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONALREMARKS FORM IS A SCHEDULE T0 ACORD FORM, FORM NUMBER:__2.5___FORM TITLE:Certificate of Liability insurance WorkersCompensation (Cont) Carrier:insurance Companyof the State ofPennsylvania Policy Number:WC046-912805(MA,ND,OH,WA,WI,WY) EffectiveDate:01/01/2019 ExpirationDate:01/01/2020 Limit:SEE ABOVE Carrier:American HomeAssurance PolicyNumber:WC046-531-2806(CA) EffectiveDate:01/01/2019 ExpirationDate:01/01/2020 Limit:SEE ABOVE ACORD 101 (2008/01)©2008 ACORDCORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT This endorsement,effective 12:01 A.IV|.01f011’2019 forms a part of Policy No.CA 976?418 issued to:VEDLIA NORTH AMERICA,INC. By:NATIONALUNION FIRE INSURANCE COMPANY OF PITTSBURGH,PA THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED —WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsementmodifies insurance provided under the foffowing: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: ANY PERSON 0R ORGANIZATION TO WHOM YOU ARE CONTRACTUALLYBOUND TO PROVIDEADDITIONALINSUREDSTATUS.BUT ONLY TO THE EXTENT AS SUCH PERSON'S 0RORGANIZATION'S LIABILITY ARISING OUT OF USE OF A COVEREDAUTO. I.SECTION II -COVERED AUTOS LIABILITY COVERAGE,A.Coverage,1.-Who Is Insured,isamendedtoadd: d Any person or organization,shown in the schedule above,to whom you became obligatedtoincludeasanadditienalinsuredunderthispolicy,as a result of any contract er agreementyouenterintowhichrequiresyoutofurnishinsurancetothatpersonororganizationofthetypeprovidedbythispolicy,but only with respect to liability arising out of use cf a covered"auto".However,the insurance provided will not exceed the lesser of: (1}The coverage andfor limits of this policy,or (2}The coverage and/or limits required by said contract or agreement. fizz—xt,AuthorizedRepresentative 87950 (9/14)Includes copyrighted informationof Insurance Services Office,Inc.,Page 1 of 1withitspermission. ENDORSEMENT This endorsement,effective 12:01 AM.013011’2019 forms a part of policy No.CA 9767418 issued to:VEOLIA NORTH AMERICA,INC. By:NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH,PA THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsementmodifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV -Business Auto Conditions,3.,General Conditions,5.,Other Insurance,c.,isamendedbytheadditienofthefollowingsentence: The insurance afforded under this policy to an additional insured will apply as primary insuranceforsuchadditionalinsuredwheresorequiredunderanagreementexecutedpriortothedateofaccident.We will not ask any insurer that has issued other insurance to such additional insured tocontributetothesettlementoflossarisingoutofsuchaccident. All other terms and conditions remain unchanged. flew»[Authorized Rep!esentativa 74445 (I OISE!) PO LICY NU MBER:GL 542—58-35 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED —OWNERS,LESSEES ORCONTRACTORS—SCHEDULED PERSON ORORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIALGENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organizationis}Locationis)Of Covered Operations Any person or organizationwhom you becomeobligatedtoincludeasanadditionalinsuredas aresultofanycontractoragreementyouhaveenteredinto. Per the contract or agreement. information required to completethis Schedule,if not shown above,will be shown in the Declarations. A.Section II —Who is An insured is amended toincludeasanadditionalinsuredtheperson(s)ororganization(s)shown in the Schedule,but onlywithrespecttoliabilityfor”bodin injury”,"propertydamage”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 yourbehalf; in the performance of your ongoing operations fortheadditionalinsured(s)at the locationijs)designated above. However: 1.The insurance afforded to such additionalinsuredonlyappliestotheextentpermittedbylaw;and 2.if coverage provided to the additional insured is required by a contract or agreement,theinsuranceaffordedtosuchadditionalinsured will not be broader than that which you arerequiredbythecontractoragreementto provide for such additional insured. B.With respect to the insurance afforded to theseadditionalinsureds,the following additionalexclusionsapply: This insurance does not apply to "bodily injury“or"property dam age“occurring after: 1.All work,inciuding materials,parts orequipmentfurnishedinconnectionwithsuchwork,on the project (other than service,maintenance or repairs)to be performed by oronbehalfoftheadditionalinsuredts)at thelocationofthecoveredoperationshasbeen completed;or 2.That portion of "your work“out of which the injury or damage arises has been put to itsintendedusebyanypersonororganizationotherthananothercontractororsubcontractorengagedinperformingoperationsforaprincipalasapartofthesameproject. CG 20 1U 04 13 ©insurance Services Office,inc.,2012 Page 1 of 2 Page 2 of 2 C.With respect to the insurance afforded to theseadditionalinsureds,the following is added toSectionlII-Limits 0f insurance: lf coverage provided to the additional insured is required by a contract or agreement,the most wewillpayonbehalfoftheadditionalinsuredistheamountofinsurance: 1.Required by the contractor agreement;or ii)insurance Services Office,lnc.,2012 2.Available under the applicable Limits ofInsuranceshownintheDeclarations; whichever is less. This endorsement shall not increase theapplicableLimitsofInsuranceshownintheDeclarations. CG 20 1004 13 POLICYNUMBER:GL 542-58-35 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED —OWNERS,LESSEES ORCONTRACTORS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIALGENERAL LIABILITY COVERAGE PARTPRODUCTSICOMPLETEDOPERATIONSLIABILITYCOVERAGE PART SCHEDULE Name Of Additional Insured Person(s)0r Organizationls)Location And Description Of Completed OperationsAnypersonororganizationwhomyoubecomeobligatedtoincludeasanadditionalinsuredasaresultofanycontractoragreementyouhaveenteredinto. Per the contract or agreement Information required to complete this Schedule,if not shown above,will be shown In the Declarations. A.Section II -Who Is An Insured Is amended toincludeasanadditionalinsuredtheperson(s)ororganization(s)shown in the Schedule,but onlywithrespecttoliabilityfor"bodily Injury“or"property dam age"caused,in whole or In part,by"your work”at the location designated anddescribedIntheScheduleofthisendorsementperformedforthatadditionalinsuredandincludedinthe”products-completed operationshazar”. However: 1.The insurance afforded to such additionalinsuredonlyappliestotheextentpermittedbylaw;and 2.If coverage provided to the additional Insuredisrequiredbyacontractoragreement,theinsuranceaffordedtosuchadditionalInsuredwillnotbebroaderthanthatwhichyouarerequiredbythecontractoragreementtoprovideforsuchadditionalinsured. CG 20 37 0413 B.With respect to the insurance afforded to theseadditionalinsureds,the following is added toSectionIII—Limits Of Insurance: If coverage provided to the additional insured Isrequiredbyacontractoragreement,the most wewillpayonbehalfoftheadditionalinsuredistheamountofinsurance: 1.Required by the contract or agreement;or 2.Available under the applicable Limits ofInsuranceshownintheDeclarations; whichever is less. This endorsement shall not increase the applicableLimitsofInsuranceshownintheDeclarations. ©Insurance Services Office,Inc,2012 Page 1 of 'l ENDORSEMENT This endorsement,effective 12:01 AM.UIIOIJEDIQ forms a part of policy No.GL 542-58-35 issued to Veolia North Am erica,Inc. by National Union Fire insurance Company of Pittsburgh,PA THIS ENDORSEMENTCHANGES THE POLICY.PLEASE READ IT CAREFULLY ADDITIONALINSURED -PRIMARYINSURANCE This endorsement modifies insurance provided under the following: COMMERCIALGENERAL LIABILITY COVERAGE FORM Section IV,Commercial General Liability Conditions,paragraph 4.3 Other Insurance,subparagraph a.Primary Insurance,is amended bythe addition of the following: However,coverage under this policy afforded to an additional insured will apply as primaryinsurancewhererequiredbycontract,and any other insurance issued to such additional insuredshallapplyasexcessandnoncontributoryinsurance. 'f if Authorized Representative 74434 (10199) GS1555 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CITY-GENERATED UNIVERSAL AND HAZARDOUS WASTE REMOVAL SERVICES VEOLIA ES TECHNICAL SOLUTIONS, LLC This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2018, extending the agreement dated June 22, 2017, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Veolia ES Technical Solutions, a Delaware limited liability company, (“Contractor") (collectively, the “Parties”) for city-generated universal and hazardous waste removal services. RECITALS A. The Parties desire to extend 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. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on June 30, 2019. 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 7ED45F03-E2B0-430D-B0AB-951D3C3887FB 22nd June GS1555 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California VEOLIA ES TECHNICAL SOLUTIONS, LLC, a Delaware limited liability company By: By: (sign here) Elaine Lukey / Public Works Director as authorized by the City Manager (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: _____________________________ Deputy City Attorney DocuSign Envelope ID: 7ED45F03-E2B0-430D-B0AB-951D3C3887FB Ryan Wishnak Account Manager ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 03/14/2018 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA, Inc. NAME: rA~~N.t Evil· I FAX 540 W. Madison Street IA/C Nol: Chicago, IL 60661 E-MAIL ADDRESS: Attn: Veolia.CertRequest@marsh.com I Fax: 212-948-5053 INSURER(Sl AFFORDING COVERAGE NAIC# AZUSA INSURER A : ACE American Insurance Comoanv 22667 INSURED INSURER B : ACE Fire Underwriters Insurance Comoanv 20702 Veolia ES Technical Solutions, LLC 107 South Motor Avenue INSURER c : N/A N/A Azusa, CA 91702 INSURER D : Llovd's Svndicates 623/2623 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: CHl-008065232-36 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 POLICYEFF POLICY EXP LTR ,.,~n lun,n POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY HOO G27873534 01/01/2018 01/01/2019 EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED -PREMISES (Ea occurrence I $ 1,000,000 -MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 Pl POLICY D m?r D LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY ISA H25098353 (AOS) 01/01/2018 01/01/2019 fe~~~~d~~tf lNGLE LIMIT $ 1,000,000 >--X ANY AUTO BODILY INJURY (Per person) $ >--OWNED ~ SCHEDULED BODILY INJURY (Per accident) $ >--AUTOS ONLY -AUTOS HIRED NON-OWNED ip~~~&,~~PiAMAGE $ >--AUTOS ONLY -AUTOS ONLY $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ >-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION WLR C64624131 (AOS) U1/U1/ZU 10 01/01/2019 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER B Y/N SCF C64624143 (WI) (Retro) 01/01/2018 01/01/2019 ANYPROPRIETDR/PARTNER/EXECUTIVE 0 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 D Pollution Legal Liability W1D4C8170101 01/01/2018 01/01/2019 Per Claim 5,000,000 Claims Made Form SIR $750,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad is included as additional insured (except as respects all coverage afforded by workers' compensation) where required by written contract but only for liability arising out of the operations of the named insured. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad / CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/o Exigis Insurance Compliance Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 4668 -EC #35050 ACCORDANCE WITH THE POLICY PROVISIONS. NY, NY 10163-4668 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I Manashi Mukherjee ..J',llo..""""°° ..... ~ © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED - DESIGNATED PERSONS OR ORGANIZATIONS Named Insured Veolfa North America, Inc. Endorsement Number 1 Policy Symbol I PoUcy Nurnbttr I Po&cy Period EffecUve Date orEndorsement ISA H25096353 01/01/2018 TO 01/01/2019 Issued By (Name of lnaur.-nee Company) ACE American Insurance Company lnaet11he number. 1h11 Nlffll!indar of lbe infomtation is to bo completed on when U\1$ _ ly nl Is lssuld ll.lbsequent lo 1he IJl'Wpsraliorl Df Illa policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies Insurance provided under the follawlng: BUSINESS AUTO COVERAGE FORM AUTO DEALERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM EXCESS BUSINESS AUTO COVERAGE FORM 1 Additional lnsured(s): Any person or organization whom you have agreed 1o Include as an additional Insured ynder a written contract, proyideg such contract wns executed prior to the date at loss. A. For a covered wauto, • Who Is Insured is amencled to include as en •msured," the persons or organizations named in this endorsement. However, lhese persons or organizations are an "insured" only for "bodily Injury" or "property damage· resulting from aots or omissions of: 1, You. 2. Any of your "employees" or agents. 3. Any person operating a covered ~auto• with permission from you, any of your ·employees· or agents. B. The persons or organizations named ln this endorsement are not liable for payment of your premium. Authorized Representattve DA-9U74c (03/16) Page 1 of 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Named Insured Veolia North America, Inc. Endorsement Number 4 Policy Symbol I Policy Numb!Jr I Policy Period Effective Date of Endorsement ISA H25098353 01/01/2018 TO 01/01/2019 Issued By (Name of Insurance Company) ACE American Insurance Company ln98rt Iha pd"ic;y numbel'. The ram.lllder ol ltle infctmation Is to~ comp,11111d onlywllen this .nclclrwmant is is.!ued $111>$equflll to Ille pn1parallon ol ~ poky. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM AUTO DEALERS COVERAGE FORM I 2 Sch@dyJa Qmanizatlon Additional lnsured Em;lorsement Any addltlonal insured with whom you have agreed to provide such non- conbibutory insurance, pursuant to and as required under written contra cl executed prior to the date of loss. (If no information Is filled in, the schedule shall resd: "All pel'Sans or entities added as additional insureds through an endorssmsnl with the term "Additional lnsuiww in the title) For organlzalions that are listed in the Sohedule above that are also an Additional Insured under an endorsement aHached to this policy, the foltowing is added to the Other Insurance Condition under General Conditions; If other Insurance is available to an Insured we cover under any of the endorsements llsted or described above (the '"Additional Insured•) for a loss we cover under this policy, this Insurance will apply to sueh loss on a primary basis and we will not seek contnbutlon from lhe other insurance available to the Additional Insured. Authorized Representative DA-21886b (06/14) Page 1 of 1 POLICY NUMBER: HDO G27873534 1 Endorsement Number: 4 COMMERCIAL GENERAL LIABILITY CG 2010 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have All locations where you are performing ongoing agreed to Include as an additional insured under a operations for such additional Insured pursuant to any written contract, provided such contract was executed such written contract. prior to the date of loss. Information reQuired to complete this Schedule if not shown above will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, In whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the perfonnance of your ongoing operations for the additional insured(s} at the location(s} designated above. However: 1. The insurance afforded to such additional Insured only applies to the extent permitted by law; and 2, If coverage provided to the additional Insured Is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. Ail work, including materials, parts or equipment furnished in connection with such work, on the proJect (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your wor1<" 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: If coverage provided to the additional insured is required by a contract or agreement, the most we CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of 2 will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations: whicnever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 2010 0413 POLICY NUMBER: HDO G27873534 1 Endorsement Number: 5 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanlzatlon(s) Location And Description Of Completed Operations Any person or organization, whom you have agreed to All locations where you perfonn work for such additional Include as an additional Insured under a written insured pursuant to any such written contract. contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to Include as an additional insured the person(s) or organlzation(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1, The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the · insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional Insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the a.mount of Insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not Increase the applicable Limits of Insurance shown In the Declarations. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 1 NON-CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS Hamadlrl......S Ii"*"'-! Nlllllb*f Veolia North America, Inc. 9 r-=-, SymDOO I Polio:!' Hu.-I ...,.Pft!O<I flleeiiwll 0 • d Endr.nc"'""11 HOO G27873S34 01/01/2018 to 01/01/2019 lnu.d Br (N-o1111111,..,,;a <;.,,,.,.,,) ACE American Insurance Company lnM11 Ilic pctir;y~r. Ue lt:Mllnftr of 1M ltlfalmafion ~ IO lie~ only whfflllu1 ..,_,...menlil 1n11•d ..,.bieq,fflll lO t/lll ..-eJWtllOR it N p,c,IICy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL UABlLITY COVERAGE Schedule Ol}l!nizalion Add\tional insured Endo,sement Any additional insured with whom you have agreed to provide such non-conti'ibUlory insurance, pursuant to end as required under a written conlr111cl executed prior to lhe date of los$. flt no infom1atiOII iS Mod In, lhs schedule shall read: 'NI pmon.s or entities adde{J a.s fldditiaflal insureds throuah an enctrmemefl/ with the term "Additional lnsureo" in the 1/tle} For ixganizaticms that are listed in the Schedule above that are also an Additional Insured vn®r an endorsement attached fa this policy, the fallowing is added lo Section IV.4.a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (lhe "Additional In.sured") for a Ion we cover under lhis policy, this insurance will applif to such loss on a primary basis and we will not seek con1ributior1 frOm the other it1SJJrance available lo the Additional ln$ured. ~C..~ -~honzedAgent LD-20287 (06/06} Page 1 of 1 OLIA NORTH AMERICA. INC. 63 STATE STREET, 14TH FLOOR BOSTON MA 02109 Paley 01-01-2018 01-01-2018 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform wot1c under a written contract that requires you ta obtain this agreement from us. This agreement sha0 not operate directly or Indirectly to benefit any one not named in the Schedule. Schadule ANY PERSON OR ORGANIZATION AGAINST WHOM YOU HAVE AGREED TO WArlc YOUR RIGHT OF RECOVERY IN A WRITTEN CONTRACT, PROVIDED SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement Is not applic:able In KY, NH, and NJ. The endorsement does not apply to poticias in Missouri where the employer Is in the c:anstructlon group of code classifications. According to Section 287.150(6) of the Missouri atatutes, a contractual provision purporting to waive subrogation rights against public poUcy end void where one party to the contract Is an employer In the construction group of code ctasstfications. For Kansas, use of this endorsement la Umlted by the Kansas Falmess in Private Construction Contract Act(K.S.A .. 16-1B01 Uuough 18-1807 and any amendments thereto) and the Kansas Fairness in Public Consbuction Contract Act(K.SA 16-1901 through 18-1908 and any amendments thereto). According to the Acts a provision In a contract for private or public construction purporting to waive subrogation rights for tosses or claims COY8ffld or paid by liability or workers compensation insurance shall be against public poDcy and shall be w!d and unenforceable except lhat. subject to the Acts, a contract may require waiver of subrogation ror loSB88 or clalms paid by a consolidated or wrap.up lnS1Jrance program. WC000313 (11105) Copyright 1982-83. National Councd on Compensation AGREEMENT FOR CITY-GENERATED UNIVERSAL AND HAZARDOUS WASTE REMOVAL SERVICES VEOLIA ES TECHNICAL SOLUTIONS, LLC GS1555 /1 'ltttL THIS AGREEMENT is made and entered into as of the~ day of -T--tJ""""44-.-_..<.. 2017, but effective July 1, 2017, by and between the CITY OF CARLSBAD, corporation, ("City") and VEOLIA ES TECHNICAL SOLUTIONS, a Delaware r company, ("Contractor"). RECITALS A. City requires the professional services of a service provider that is experienced in removal of universal and hazardous waste. B. Contractor has the necessary experience in providing professional services and advice related to universal and hazardous waste removal. C. Contractor agrees to furnish all tools, equipment, apparatus, facilities, labor, services, and materials necessary to remove and dispose of materials as described in this agreement and its attachments. D. Contractor agrees that it assumes all risk for loss of or damage to tools or equipment owned or rented by the Contractor to be used in the fulfillment of this agreement. E. Selection of Contractor is expected to achieve the desired results in an expedited fashion. F. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. G. Contractor, prior to commencing work under this agreement, shall provide to the City a listing of materials that will be used, and have this list accepted and approved. With this listing will be a legible copy of the Safety Data Sheet (SDS) for each product that requires a SDS. When the Contractor makes a change to the list of materials, the Contractor must submit an updated list to the City with a revised SDS. When a SDS is revised, a copy of the revised sheet must also be submitted. H. Contractor shall provide the City with appropriate hazardous waste manifests for materials that are removed and show chain of custody to the final destination. I. Contractor shall comply with all Federal, State, County and City statutes, ordinances and regulations. 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. STANDARQ 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. IE.B.M The term of this Agreement will be July 1, 2017 through June 30, 2018. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. City Attorney Approved Version 4/1/15 GS1555 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 made on a time and materials basis and shall not exceed twenty five thousand dollars ($25,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty five thousand dollars ($25,000) per Agreement year. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 City Attorney Approved Version 4/1/15 2 GS1555 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 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 limits identified in this Agreement are available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. If applicable to the scope of work, 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 two (2) years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. City Attorney Approved Version 4/1/15 3 GS1555 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance, only after providing written notice to Contractor providing Contractor the opportunity to cure any non-compliance therewith, 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. 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 RECORQS 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, at its cost, 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 QOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name _ Brvant Hill Title Public Works Superintendent Department PW-General Services City of Carlsbad Address 405 Oak Avenue Carlsbad. CA 92008 Phone No. 760-434-2980 4 For Contractor Name Joey Rohr Title Account Manager Address 9530 Candida Street San Diego. CA 92126 Phone No. 619-323-4451 Email Joey. rohr@veolia.com City Attorney Approved Version 4/1/15 GS1555 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 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. QISCRIMINATION ANp HARASSMENT fROHIBITEP Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. PISPUTE 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. City Attorney Approved Version 4/1/15 5 GS1555 Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide 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 ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS ANP 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. JURISPICTION ANP 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 change of venue in these proceedings to any other county. 24. SUCCESSORS ANp 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. 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 City Attorney Approved Version 4/1/15 6 GS1555 to bind Contractor to the terms and conditions of this Agreement. 27. ENVIRONMENTAL PROVISIONS In addition to the terms and conditions contained in the Agreement between the parties, if Services involve the transportation and disposal of hazardous waste, the following environmental provisions shall also apply: DEFINITIONS The following terms used in this Agreement shall have the meanings set forth below: i. "Profile Sheet" means a standard Generator's Waste Profile Sheet executed by CITY. ii. "Services" means analytical, collection, management, treatment, remediation, transportation, disposal and recycling services and such other services which CONTRACTOR may perform from time to time with respect to CITY's waste materials. iii. "Waste Materials" shall mean any chemical, substance or material designated or regulated as a "hazardous material," "hazardous waste," "toxic substance" or any similar designation (including petroleum products) by any national, federal, state, provincial, or local government (including any agency, authority, department, instrumentality or other subdivision of the foregoing) having or asserting environmental regulatory jurisdiction with respect to the substance or material generated pursuant to 40 CFR 260.10. CITY warrants that Waste Materials in the Profile Sheet will contain a true and correct description of CITY's Waste Material and that such Waste Material will conform to this description. If the Waste Material does not conform to the descriptions in the Profile Sheet ("Non-conforming Waste"), CONTRACTOR can, at its option, return the Waste Materials to CITY or require CITY to remove and dispose of the Non-conforming Waste at CITY's expense, and reimburse CONTRACTOR for any expenses it may have incurred. In the event CONTRACTOR performs services on premises owned or controlled by CITY, CITY will provide CONTRACTOR with a safe workplace, and if CONTRACTOR requests that work areas be secured, CITY will be solely responsible for securing such work areas and for preventing anyone other than the designated personnel from entering the designated work areas. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 4/1/15 7 CONTRACTOR VEOLIA ES TECHNICAL SOLUTIONS, a Delaware limited liability company ;zr.~ By: s19f1 here) -lD\\~ eM.' rl\o I tJENt(L/1 L- (print name/title) \V\.A~ A_G:·EJL-.- By: (sign here) (print name/title) GS1555 CITY OF CARLSBAD, a municipal corporation of the State of California By: b~ Elaine Lukey bhc Works D1rector 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. Groyp A Chairman, President, or Vice-President Groyp 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:~ ----~----~~~~~~----Deputy City Attorney City Attorney Approved Version 4/1/15 8 CERTIFICATE OF ASSISTANT SECRETARY OF VEOLIA ES TECHNICAL SOLUTIONS, L.L.C. The undersigned, Whitney Fawcett, Assistant Secretary of Veolia ES Technical Solutions L.L.C., a Delaware limited liability company (the "Company"), does hereby certify that John Flaminio holds the title of California Branch General Manager and in such capacity is authorized to execute contracts and make commitments with regard to the following project: UNIVERSAL & HAZARDOUS WASTE REMOVAL CONTRACT GS1555 CITY OF CARLSBAD, CALIFORNIA IN WITNESS WHEREOF, I have hereunto set my hand this 151h day of June, 2017. G)veouA March 8th, 2017 Bryant Hill CITY OF CARLSBAD 405 Oak Ave Carlsbad, CA 92008 Main: (760) 434-2937, Fax: (760) 720-9562 Re: HAZARDOUS WASTE TRANSPORTATION AND DISPOSAL SERVICES Dear Mr. Hill: Veolia North America 9530 Candida Street San Diego, CA 92126 Joey Rohr Account Manager T: 619.323.4451 Joey.rohr@veolia. com Exhibit .. A .. Veolia ES Technical Solutions, L.L.C. (Veolia) is pleased to submit an itemized estimate for the proper packaging, transportation and disposal of the hazardous materials from your various facilities located in Carlsbad, CA. This is a time-and-materials quote and the invoice will reflect actual labor hours required, supplies used and ultimate disposal fees. This quote is valid for thirty (30) days. Based upon our understanding of the scope of work as presented by CITY OF CARLSBAD, the following is a summary of the proposed Veolia products and services: Scope of Work This quotation includes the following activities: • Mobilization to and from the CITY OF CARLSBAD project service locations in Carlsbad, CA. Mobilization includes field crew and vehicle. • Classification, segregation and/or packaging of bulk and/or lab pack Waste Materials, as quantified on the generator's submitted inventory, by hazard class in accordance with DOT, EPA, state and local regulations. • DOT approved drums, absorbent, safety equipment, non-sparking tools, personal protective equipment (Level D), etc. to complete project. • All necessary Waste Material drum labeling, manifesting, permitting and any other paperwork as required by law. • Transportation and ultimate disposal at a Veolia approved Chemical Treatment Facility, Incinerator, or Recycling Facility. Visit us at our website: www.veolianorthamerica.com Page 1 of 5 CITY OF CARLSBAD-ENVIRONMENTAL SERVICES PRICING 3.8.17 G)VEOLIA UNIT RATE SCHEDULE DESCRIPTION LABOR, DISPOSAL, TRANSPORTATION, MATERIALS UNIT OF MEASURE LABOR Project Manager Hour Supervisor Hour Technician Hour Driver Hour DISPOSAL Latex Paint 55 Gallon Treated Wood CYB Empty Drums, For Recycling 55 Gallon Asphalt Emulsion 55 Gallon Aerosols {Universal) 5 Gallon, 60S Paint Related Material, Loosepack, Cubic Yard Box CYB Flammable Loosepack 55 Gallon Acid Loosepack 60l Base Loosepack 5 Gallon, 60S Non-RCRA liquids Loosepack 55 Gallon Non-RCRA liquids Loosepack 60l Oil Filters 55 Gallon Visit us at our website: www.veolianorthamerica.com CITY OF CARLSBAD-ENVIRONMENTAL SERVICES PRICING 3.8.17 $ $ $ Veolia North America 9530 Candida Street San Diego, CA 92126 Joey Rohr Account Manager T: 619.323.4451 Joey.rohr@veo1ia.com RATE QUALIFIERS Portal to Portal, 4 hours minimum for projects 67.00 requiring a team for lab pack/packaging services Portal to Portal, 4 hours minimum for projects 58.75 requiring a team for lab pack/packaging services Portal to Portal, 4 hours minimum for projects 46.50 requiring a team for lab pack/packaging services No Charge $ 138.00 $ 419.00 $ 32.00 $ 201.00 $ 73.00 No Pesticides, Herbicides, Adhesives $ 540.00 $ 351.00 $ 129.00 $ 129.00 $ 283.00 $ 129.00 $ 60.00 Page 2 of 5 (i)veouA DISPOSAL continued Pesticide Labpack 5 Gallon, 60S Pesticide Labpack 30 Gallon Household Hazardous Waste 55 Gallon Cathode Ray Tubes {CRT) Each Alkaline Batteries {Universal) Pound NiCad Batteries Pound Lead Acid Batteries, Vehicles Pound Lithium Batteries {Universal) Pound Fluorescent Light Tubes, Straight, 4 foot or Less Foot Fluorescent Light Tubes, U-Shape tubes Each Halogen Lamps Each Compact Fluorescent Lamps Each Fluorescent Light Ballasts Pound Incandescent Lamps Each Removal of liquid from AP separators Removal Removal of liquids from the sand and grease Removal separator Removal of Solids from the sand and grease Removal separator Visit us at our website: www.veolianorthamerica.com CITY OF CARLSBAD-ENVIRONMENTAL SERVICES PRICING 3.8.17 $ $ $ $ $ $ $ $ $ $ $ $ $ Veolia North America 9530 Candida Street San Diego, CA 92126 Joey Rohr Account Manager T: 619.323.4451 Joey.rohr@veolia.com 129.00 180.00 CBC Case by case 21.00 $30.00 Disposal Minimum per Shipment 0.72 $45.00 Disposal Minimum per Shipment 0.87 $30.00 Disposal Minimum per Shipment 0.36 $30.00 Disposal Minimum per Shipment 6.18 $45.00 Disposal Minimum per Shipment 0.13 $30.00 Disposal Minimum per Shipment 1.03 $30.00 Disposal Minimum per Shipment 1.44 $30.00 Disposal Minimum per Shipment 1.44 $30.00 Disposal Minimum per Shipment Non-PCB, $125.00 0.64 Disposal Minimum per Shipment 1.44 $30.00 Disposal Minimum per Shipment CBC Case by case CBC Case by case CBC Case by case Page 3 of 5 G)veouA TRANSPORTATION Cubic Yard Box/ Pallet 55 Gallon Drum 30 Gallon Drum 14 Gallon Drum 60L Rocon Drum 60S Rocon Drum OS Gallon Pail MATERIALS Mid-Line Truck Pickup Truck Level "D" PPE, Per Person, Per Day Cubic Yard Box w/ liner 55 Gallon Steel, Open-Head Drum, Recon, 551A2 30 Gallon Poly, Open-Head Drum, 301H2 4 Foot Lamp Drum 60L-Large Fiber Drum (Rocon), 141G 60S -Small Fiber Drum (Rocon), 051G 5 Gallon White, Poly Pail with Screw Top, 051H2 Pallet w/ Shrink Wrap Shrink Wrap Vermiculite, 4 CuFt Bag Drum liners 85 Gallon Overpack Drum 55 Gallon Overpack Drum Contingencies/Assumptions CYB, Pallet Drum Drum Drum Drum Drum Drum Day Day Day Each Each Each Each Each Each Each Each Each Each Each Each Each $ $ $ $ $ $ $ $ Veo1ia North America 9530 Candida Street San Diego, CA 92126 Joey Rohr Account Manager T: 619.323.4451 Joey.rohr@veolia.com 88.00 26.00 20.50 15.50 15.50 10.00 10.00 149.00 No Charge No Charge $ 67.00 $ 48.00 $ 72.00 $ 75.50 $ 13.50 $ 12.50 $ 15.50 $ 29.00 $ 20.00 $ 33.00 $ 1.70 $ 170.00 $ 48.50 Disposal pricing is subject to the facility's acceptance ofthe waste material. Materials that do not conform to generator certified Waste Information Profile (WIP) sheet(s) may incur additional processing fees depending on the required treatment technology for the non-conforming waste, or will be rejected back to the generator's site at the expense of the generator. Any generator supplied container offered for shipment that does not comply with UN/DOT specifications will not be accepted for off-site transport. Waste materials shipped in salvage drums will be subject to additional handling fees. This quote does not include any DEA chemicals, bio-hazardous wastes, unknowns, warfare agents, CDC select agents, radioactive materials, explosives, temperature sensitive items, cylinders and highly reactive chemicals. Veolia will not accept improperly identified or unidentified materials. Visit us at our website: www.veolianorthamerica.com Page 4 of 5 CITY OF CARLSBAD-ENVIRONMENTAL SERVICES PRICING 3.8.17 (i)veouA Veo1ia North America 9530 Candida Street San Diego, CA 92126 Joey Rohr Account Manager T: 619.323.4451 Joey.rohr@veo1ia.com Any additional services performed at the request of the customer, not listed contractually, will be noted on a Service Change Order or Activity Report. For any services or waste materials to be managed under this or future projects that have not been previously quoted or priced and agreed to will be subject to Veolia's standard, market-based pricing. Miscellaneous Conditions All work performed will be in strict compliance with all federal, state and local regulations and laws. CITY OF CARLSBAD must also comply with all applicable laws and regulations pertaining to generators of hazardous waste. Veolia will not accept improperly identified or unidentified materials. An Energy and Security Surcharge of 10% will be applied to all services. A 2% City of Azusa Tax will apply to disposal only. Dependent upon the method of disposal and the location of the facility, applicable hazardous waste taxes and/or surcharges imposed by the state will be charged. All waste material pick-ups will be done during standard Veolia business weekdays and hours (Monday through Friday, 7am to 5 pm). Veolia can accommodate non-standard service days or times if mutually agreed to and incorporated into the previously defined Scope of Work. Specific Quote Terms If a Purchase Order Number must be referenced for invoice payment, please include this information with your acceptance signature. Veolia Payment Terms of Net thirty (30) days supersedes all payment terms as listed on customer's issued purchase order. To schedule a service date, please sign and return a copy of this letter via facsimile to (626) 815-7901, Attention: Esperanza Orozco; via e-mail: esperanza.orozco@veolia.com . If you require additional time for evaluation or have any questions regarding the above, please feel free to call me at (619) 323 4451. Thank you. Sincerely, Veolia North America Joey Rohr Account Manager Visit us at our website: www.veolianorthamerica.com ACCEPTED: CITY OF CARLSBAD By: ________ _ Title __ _ Date: _____________ _ Purchase Order _________ _ Page 5 of 5 CITY OF CARLSBAD-ENVIRONMENTAL SERVICES PRICING 3.8.17