Attachment A
Amendment No. One to Services Agreement with EwasteDisposal, Inc
AMENDMENT NO. ONE TO ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT WITH EWASTEDISPOSAL, INC. FOR AS-NEEDED DISPOSAL SERVICES FOR ASBESTOS CEMENT PIPE AND OTHER HAZARDOUS ITEMS THIS AMENDMENT NO. ONE TO ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT (Amendment No. One) is made and entered into as of this 22nd day of September, 2026 , by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city City), and EWASTEDISPOSAL, INC., a California corporation Contractorwhose address is 1048 Irvine Avenue, Suite 1069, Newport Beach, CA 92663, and is made with reference to the following: RECITALS A. On October 31, 2023, City and Contractor entered into a Maintenance/Repair Services Agreement (Contract No. C-7371-3) disposal services for asbestos cement pipe and other hazardous items on an as-needed basis B. The parties desire to enter into this Amendment No. One to extend the term of the Agreement to October 31, 2028, increase the total compensation, and update the insurance requirements. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: The term of this Agreement shall commence on the Effective Date, and shall terminate on October 31, 2028, unless terminated earlier as set forth herein. 2. COMPENSATION TO CONTRACTOR Section 4.1 of the Agreement is amended in its entirety and replaced with the Contractor for the Services on a time and expense not-to-exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shall be made during the term of this Agreement without the prior written approval of City. Contractorcompensation for all Services performed in accordance with this Agreement, including but not limited to, the original term, any successive terms, and all reimbursable items, shall not exceed Two Hundred Thousand Dollars and 00/100 ($200,000.00), without prior written amendment to the Agreement
EWASTEDISPOSAL, INC. Page 2
The total amended compensation reflects Contractoradditional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Eighty Thousand Dollars and 00/100 ($80,000.00). 3. INSURANCE As of the Effective Date of this Amendment No. One, Exhibit C of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and incorporated herein by reference. Any reference to Exhibit C in the Agreement and this Amendment No. One shall hereafter refer to "Exhibit C" attached hereto. 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE]
EWASTEDISPOSAL, INC. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY CITY OF NEWPORT BEACH, a California municipal corporation Date:__________________ By:_____________________________ Date:____________________ By:_____________________________ Aaron C. Harp City Attorney Mayor Lauren Kleiman ATTEST: Date:_________________ CONTRACTOR: EWASTEDISPOSAL, INC., a California corporation By:_____________________________ Date:_____________________ By:_____________________________ Lena Shumway City Clerk Victoria Abercrombie Secretary Date:____________________ By:_____________________________ Thomas Abercrombie Chief Executive Officer and Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit C Insurance Requirements
EWASTEDISPOSAL, INC. Page C-1
EXHIBIT CINSURANCE REQUIREMENTS 1. Provision of Insurance. prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact Rating of A- (or higher) and Financial Size Category Class VII (or larger) in 3. Coverage Requirements. A. . Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. In addition, Contractor shall require each subcontractor to similarly maintain accordance with California law for al Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers, employees, and any person or entity owning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate and four million dollars ($4,000,000) completed operations aggregate. The policy shall cover liability arising from bodily injury, property damage, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).
EWASTEDISPOSAL, INC. Page C-2
Contractor shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. Contractor shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements. D. Pollution Liability Insurance. Contractor shall maintain a policy providing no less than two million dollars ($2,000,000) per loss and four million dollars ($4,000,000) in the aggregate per policy period. Claims-made policies require a 10-year extended reporting period. The CPL policy shall include coverage for cleanup costs, third-party bodily injury and property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, resulting from pollution conditions caused by contracting operations. Coverage as required in this paragraph shall apply to sudden and non-sudden pollution conditions resulting from the escape or release of asbestos, smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants, or pollutants not limited to lead-based paint or mold. The CPL shall also provide coverage for transportation and off-Site disposal of materials. The policy shall not contain any provision or exclusion (including any so--exclusion) the effect of which would be to prevent, bar, or otherwise preclude any insured or additional insured under the policy from making a claim which would otherwise be covered by such policy on the grounds that the claim is brought by an insured or additional insured against an insured or additional insured under the policy. E. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be ing of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the excess umbrella liability policies are exhausted. Contractor shall submit to City, along with a certificate of insurance, additional coverage as stated in Section 4. Other Insurance Requirements.
EWASTEDISPOSAL, INC. Page C-3
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess/umbrella liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees shall be included as additional insureds under such policies. C. Primary and Non Contributoryprimary insurance and/or the primary source of recovery with respect to City of Newport Beach, its City Council, boards and commissions, officers, agents, volunteers, employees. Any insurance or self-insurance maintained by City shall be excess of with it. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar required coverage except Builders Risk Insurance, which shall contain an endorsement with said required notices. E. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 10 11 85. Limits of liability for General Liability in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate and two million dollars ($2,000,000) completed operations aggregate. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a endorsements as specified herein for each coverage. All of the executed
EWASTEDISPOSAL, INC. Page C-4
documents referenced in this Contract must be returned to City within ten Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. . The City reserves the right at any time during the term of the Contract to change the amounts and types of written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 10 11 85. D. Enforcement of Contract Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Exhibit A are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any
EWASTEDISPOSAL, INC. Page C-5
available proceeds in excess of specified minimum limits of insurance and coverage shall be available to the City. F. Self-Insured Retentions. Contractor agrees not to self-insure or to use any self-insured retentions on any portion of the insurance required herein and further agrees that it will not allow any indemnifying party to self-insure its coverage includes a self-insured retention, the self-insured retention must be declared to City. City may review options with Contractor, which may include reduction or elimination of the self-insured retention, substitution of other coverage, or other solutions. Contractor agrees to be responsible for payment of any deductibles on their policies. G. City Remedies for Non Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this il proper evidence option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Coverage not Limited. All insurance coverage and limits provided by Contractor and available or applicable to this Contract are intended to apply to the full extent of the policies. Nothing contained in this Contract or any other agreement relating to City or its operations limits the application of such insurance coverage. J. Coverage Renewal. Contractor will renew the coverage required here annually as long as Contractor continues to provide any Work under this or any other Contract or agreement with City. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Contract have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from ce agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City with five (5) calendar days of the expiration of the coverages.
EWASTEDISPOSAL, INC. Page C-6
K. Maintenance of General Liability Coverage. Contractor agrees to maintain commercial general liability coverage for a period of ten (10) years after completion of the Project or to obtain coverage for completed operations liability for an equivalent period.