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HomeMy WebLinkAbout24 Hour Elevator Inc; 2020-08-10; GS1681GS1681 1 City Attorney Approved 07/11/16 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR ELEVATOR PREVENTATIVE MAINTENANCE SPECIALIZED ELEVATOR SERVICES, LLC THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of ___________ 2020, but effective June 1, 2020 by and between the City of Carlsbad, a political subdivision of the State of California (“City”), Specialized Elevator Services, LLC, (“Assignor”) and 24-Hour Elevator, Inc., a California corporation, (“Assignee”), and is made with reference to the following facts: RECITALS A. On September 26, 2019, the City and Assignor entered into that certain Professional Services Agreement concerning ELEVATOR PREVENTATIVE MAINTENANCE SERVICES (GS1681), (the “Agreement”) per Assignment and Assumption Agreement dated September 26, 2019. B. Paragraph TWENTY-FIVE (25) of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor’s rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor’s rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor’s rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney’s fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. DocuSign Envelope ID: 4628522C-9716-4ADF-94ED-DB5D6864BCDC August10th GS1681 2 City Attorney Approved 07/11/16 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Specialized Elevator Services, LLC Donovan McKeever, President 6517 Sierra Lane Dublin, CA 94568 Assignee: 24-Hour Elevator, Inc. Donovan McKeever, President 4837 Mercury St. San Diego, CA 92111 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 4.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, DocuSign Envelope ID: 4628522C-9716-4ADF-94ED-DB5D6864BCDC GS1681 3 City Attorney Approved 07/11/16 term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 4628522C-9716-4ADF-94ED-DB5D6864BCDC GS1681 4 City Attorney Approved 07/11/16 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: Specialized Elevator Services, LLC, a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) Scott Chadwick, City Manager Donovan McKeever, President (print name/title) **By: (sign here) Jeff Feltch, CFO (print name/title) ATTEST: ASSIGNEE: 24 Hour Elevator, Inc., a California corporation for Barbara Engleson, City Clerk *By: (sign here) Donovan McKeever, President (print name/title) **By: (sign here) Jeff Feltch, CFO (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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney By:_____________________________ Assistant City Attorney DocuSign Envelope ID: 4628522C-9716-4ADF-94ED-DB5D6864BCDC ASSIGNMENT AND ASSUMPTION AGREEMENT FOR ELEVATOR PREVENTATIVE MAINTENANCE ASCENT ELEVATOR SERVICES, INC. DBA SAN FRANCISCO ELEVATOR CONSTRUCTION, INC. GS1681 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment Agreement") is made and entered into this '){.;rv.. day of '::Jic~2019, by and between the CITY OF CARLSBAD, a political subdivision of the StatofCalifornia ("City"), ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC., a California corporation ("Assignor") and Specialized Elevator Services, LLC, a Delaware corporation, ("Assignee"), and is made with reference to the following facts: RECITALS A. On April 10, 2018, the City and Assignor entered into that certain Professional Services Agreement concerning ELEVATOR PREVENTATIVE MAINTENANCE SERVICES (GS1681 ), (the "Agreement"). B. Paragraph TWENTY-FIVE (25) of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor's interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's rights and obligations as set forth in the Agreement. 2. Assumption. Assignee hereby assumes all of Assignor's rights and obligations as set forth in the Agreement. 3. City Consent. City hereby agrees and consents to the assignment of all of Assignor's rights and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney's fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, wilfull misconduct or negligent conduct, whether active or passive, on the part of Assignee. City Attorney Approved 0711 1 /16 GS1681 The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: City: Assignor: Assignee: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Ascent Elevator Services, Inc. dba San Francisco Elevator Construction, Inc. Robert Williams, CEO 9520 Chesapeake Dr. Ste 605 San Diego, CA 92123 Specialized Elevator Services, LLC Robert Williams, CEO 6517 Sierra Lane Dublin, CA 94568 4.7. Nondiscrimination. During the term of this Assignment Agreement, the parties shall comply with the state and federal laws regarding non-discrimination. 4.8 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions hereof. 2 City Attorney Approved 07 /11 /16 GS1681 4.9 Severability. Each prov1s1on, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill 3 City Attorney Approved 07 /11 /16 GS1681 4.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: Ascent Elevator Services, Inc. dba San Francisco Eleva Construction, Inc. corporation *By: Robert Williams, CEO (print name/title) (print name/title) ASSIGNEE: Specialized LLC, a Delawar. c *By: **By: RobertWjlliams, CEO print name/title) \ (sign here) Jeff Feltch, CFO (print name/title) CITY By: ARLSBAD, a municipal f the State of California Aw:i.Qw::, M Barbara Engleson, City Clerk ~ If required by City, proper notarial acknowledgment of execution by contractor must be attached. !f...E. Corporation, Agreement must be signed by one corporate officer from each of the following two groups: *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A B EWER, City Attorney 4 City Attorney Approved 07 /11 /16 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Counlyof Lo\ ~fu, ) -. On 8=· l °l • 4J I °I before me, & I A.I filA Vl N {)~/\ YAr:Gei /l~ £t<t)U.,c._ Date ~ ::o}\~ere Insert Name and Title of the Officr,:--- personally appeared _...,~...,,,_-=-................. --t--+-.... L .... ~--=~~------------------ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person~ whose name~ is/ai:a.. subscribed to the within instrument and acknowledged to me that he/-&Ae/#ley executed the same in his/-l:ler/~authorized capacity(.ies), and that by his/tler/t~ signatur~ on the instrument the perso~. or the entity upon behalf of which the person(eracted, executed the instrument. IERII IMIIE IIEYMEI ,,, . co...a.11o11 No. 2221705 Ill NOTARY PUBLIC-CALIFORNIA !2 LOI ANGELEI COUNTY arc:-........ HCIMIII 25. 2121 Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~(A/\~ (\ ~ ,N CA--- Signature of Notary Public ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Docu~~n__t t Cc' I J \ \ ~ \ Title or Type of Document: _..,,...,l~--=---'--'-±--=Or-~ _ _. _ _._ .... ~_,____...,,_V..:,~ .... ,k:s::X.,.,,.. .... ~ACc.;c....:=------------ Document Date: ~-\ q , d'O I Number of Pages: ____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ____________ _ □ Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ n Partner -n Limited D General n Partner -r::7 Limited n General U Individual D Attorney in Fact D Individual D Attorney in Fact LJ Trustee LJ Guardian or Conservator LJ Trustee LJ Guardian or Conservator lJ Other: ______________ _ LJ Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ ,l(;1!,!<,~'Y(,,~~v<.,~v<.,~v<.,~~~v<.,~ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) Counlyof~ ll:, ~9e,t¼-: ) On ~ 1°7= q beforeme, Xd\i'-fTu~(\Q~,Q~~~U,c_, Date Here Insert Name and Title of the Officer personally appeared :-sl .:&z-20<:±: \_,r-..)\ \ \\C,\M,,S • Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(~whose name{&) is/aF&- subscribed to the within instrument and acknowledged to me that he.tst:te/~ executed the same in histAar./~ authorized capacity(i.es), and that by his/bec.LtAeir signature~ on the instrument the person~ or the entity upon behalf of which the person(s) acted, executed the instrument. '@-·. . ERIN MARIE ~VARES l Comml11ion No. 2221705 i •.: NOTARY PUBLIC-CALIFORNIA n ,. LOI ANGELES COUNTY ., C-. ..,.,_ DICEMIElt JI, Hit Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature CA; A..J;Y\l,V,A., (\.,l,0 CA.----- Signature of Notary Public ---------------OPTIONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document = ~ nf'. ~~\ Title or Type of Docu~: ~ ~ ll-~~~ Document Date: ----1r._ • \ CJ , x.) 1 5 '--Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ □ Corporate Officer -Title(s): ______ _ □ Corporate Officer -Title(s): ______ _ n Partner -n Limited n General n Partner -n Limited Cl General LJ Individual LJ Attorney in Fact [J Individual □ Attorney in Fact LJ Trustee LJ Guardian or Conservator LJ Trustee LJ Guardian or Conservator LJ Other: ______________ _ LJ Other: _____________ _ Signer Is Representing: _________ _ Signer Is Representing: ________ _ .K.,-'§!(,™~~™-y(,~-y(,™-y(,~-y(,~-y(,-y(,'™,-'!i!(,~-y(,~-y(,'"QC! ©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 \~UG l 2 2019 Dear valued customer: peclallzad r=;ievator Excellence Wer11c.al Tr.an1portatlon '>f-·, AUG O 9 2019 ,102JC\14~_ We are excited to announce that\ii:"scent Elevator Serviceslhas merged with Specialized Elevator. This new entity creates the largest independent elevator company in California, with offices in Los Angeles, San Diego and the San Francisco Bay Area. Our focus will remain on providing the best value to our customers in all markets and to continue providing the unparalleled service our customers have come to expect. This strategic merger strengthens the position of both companies in the Southern California markets we serve. The combining of our field service technicians and office staff enables us to utilize the best of both companies and ensures we deliver the most efficient response to trouble calls, state compliance reports and preventative maintenance services. We are also able to respond quickly and effectively to any major repairs and modernizations which your elevators may require. Our primary goal in all of these tasks will be to perform them on time and on budget, thereby maximizing the life of your current elevator system, and ensuring that it performs to the best.of its ability. Our phone number remains the same, and our dispatching process will not change. We will begin answering our phones Specialized/Ascent Elevator and begin integrating our respective service routes. As always, we appreciate your feedback and would love to hear from you. If you are pleased with our service, please tell your colleagues and contemporaries, if you are not, please tell us as we are best able to improve through direct customer feedback. We recognize the importance of our customers, and truly strive to provide the best service in the elevator business. For any questions please contact Trina Davidson at tdavidson@specializedelevator.com or Kim Wenzel at kwenzel@specializedelevator.com. In addition, the San Diego Branch Manager Ryan Rzewuski at rrzewuski@specializedelevator.com is available as well. We appreciate your business and continued support as we work to make Specialized/ Ascent the best it can be. Should you have any questions, concerns or comments please don't hesitate to contact me directly 415-671-4900, or 855-243-1200 Donovan McKeever President Specialized Elevator Services SPECIALIZED ELEVATOR SERVICES, LLC SAN FRANCISCO ELEVATOR SERVICES, LLC SAN FRANCISCO ELEVATOR CONSTRUCTION, LLC Action by Written Consent of the Sole Member in Lieu of a Meeting May 7, 2019 The undersigned, being the sole member (the "Sole Member") of Specialized Elevator Services, LLC ("Specialized"), San Francisco Elevator Services, LLC ("SFES"), and San Francisco Elevator Construction, LLC ("SFEC"), each a Delaware limited liability company ( each, a "Company" and collectively, the "Companies"), acting in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq), as amended from time to time, and each Company's Amended and Restated Limited Liability Company Agreement (each, an "Operating Agreement"), dated as of May 3, 2019 (with respect to Specialized) and dated as of May 6, 2019 (with respect to SFES and SFEC), does hereby adopt the following resolutions and consent to the actions described therein in lieu of a meeting. RESOLVED: RESOLVED: RESOLVED: 75798402 1 Specialized Officers That, effective as of immediately following the "Closing" as defined in that certain Unit Purchase Agreement, dated May 7, 2019, by and among Specialized, CIVC SAS, LLC, and certain other parties thereto and as defined in that certain Unit Purchase Agreement, dated May 7, 2019, by and among SFES, SFEC, CIVC SAS, LLC, and certain other parties thereto (together, the "Purchase Agreements"), all officers of Specialized are hereby removed from any and all offices held with such Company. That, as of immediately following the Closing on May 7, 2019, the following persons have been appointed as officers of Specialized, to serve in the capacities set forth opposite their names below and in accordance with the Company's Operating Agreement: Robert Williams Donovan McKeever Greg Goulette Donald W. Webster Chief Executive Officer President Chairman Senior Vice President That effective immediately following the appointment of the officers in the resolution above, the above-named persons shall constitute all of the officers of such Company, holding the offices set forth opposite their name. RESOLVED: RESOLVED: RESOLVED: RESOLVED: RESOLVED: 75798402 I SFES and SFEC Officers That, effective as of immediately following the "Closing" as defined in the Purchase Agreements, all officers of SFES and SFEC are hereby removed from any and all offices held with such Companies. That, as of immediately following the Closing on May 7, 2019, the following persons have been appointed as officers of each of SFES and SFEC, to serve in the capacities set forth opposite their names below and in accordance with the respective Company's Operating Agreement: Robert Williams Donovan McKeever Greg Goulette Chief Executive Officer President Chairman That effective immediately following the appointment of the officers in the resolution above, the above-named persons shall constitute all of the officers of such Companies, holding the offices set forth opposite their name. General Authorization and Ratification That any of the officers of the Companies be, and any one of them acting alone is, hereby authorized, directed and empowered in the name and on behalf of such Company, to file, execute, verify, attest, acknowledge and deliver in the name and on behalf of the Company, all other documents and instruments, and to do and perform any and all such further acts, deeds and things, as they or any of them may deem necessary or advisable to carry out the intent and accomplish the purpose of the foregoing resolutions and the transactions contemplated thereby; and that the taking of any such action, deed or thing, and the filing, execution, verification, attestment, acknowledgement or delivery of any such document or instrument shall be conclusive evidence of its necessity or advisability and its authorization hereunder. That all acts and things previously done by any director, officer, employee or agent of the Companies, on or prior to the date hereof, in the name of and on behalf of the Companies, in connection with the matters contemplated by the foregoing resolutions, are in all respects ratified, approved, confirmed and adopted as acts and deeds by and on behalf of the Companies. [Remainder of page intentionally left blank] -2- This consent has been executed, as of the date first listed above, and shall be filed with the minutes of meetings of the Sole Member and shall be treated for all purposes as an action taken at a meeting. SESHINTERMEDIATE,LLC By: SESH Holdings, LLC its sole member By: Specialized Elevator Services Holdings, LLC i~B:km~ Name: J.D. Wright Title: President .~ ACORD ~ SPECl-9 CERTIFICATE OF LIABILITY INSURANCE DA TE (MM/00/YYYY) 08/21/2019 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 pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer ri hts to the certificate holder in lieu of such endorsement s . PRoouceR 630-810-9100 CON.IA ~c~Jose L Rodrigue~ ~::w:r~::iltfk":!J", !t:8.roo ~. Ext): 630-810-9100 T FAX . ... • 630-810-0100 .. Lisle, IL 60532 E-MAIL Jfoarf{fuez@igocgo.com --;Jt.lC, Nol,. ........ . Stephen E. Gallagher AQ.l!B.Htk........ -··-···-··· . .... 1~~A£FQRDING COVtlM!l.J; fffi l~ypRE~~ator Services, LLC !SU~ nta e '§prfngs, CA 90670-5204 R: ~UREf!A: Cincinnati Spe~~J!r._ __ _ INSURER 8 , Tokio Marine Specialty INSUll~ c ·, Berkshire Hathaway INSl,I_M;R D : . INSU.RER E ; . INSURERF: R: i NAIC# ,13031·· 23850 20044 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 1/VHICH 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 SHOV\IN MAY HA VE BEEN REDUCED BY PAID CLAIMS. INSR~-. TYPE OF INSURANCE . ---;~;~MBER i POUCYEFF l POLICYEXP LIMITS A X / COMMERCIAL GENERAL LIABILITY i I CLAIMS-MADE I X OCCUR I I r l GEf:'l'l AGGREr':r:f LIMIT AP!'i,,IE.f PER ; POLICY : ~ 1 rt& .' LOC I THER i A~OMOBILE LIABILITY I I ANY AUTO ' ·7 OVvNED AUTOS ONLY ~l.i'VWsoNLY SCHEDULED AUTOS ~8f oi"mlr. ~ I :x B UMBRELLA UAB ~ X I OCCUR I X EXCESS LIAS l ---1 CLAIMS-MAOE 1 OED X r;;;;~TION $. 0 lcsuo1332s5 I PUB675633 X jSPWC033092 I ... EAC.tt OCC!L~~ENG.E. ....... ___ p i 0511312019 0511312020 m~~~~~ocei ; $ MEO EXP i.~J' ~rson) ····· \ J .. PERSONAL&.AOVINJURY __ . $ GENERAL AQGBf:GATE PROOUCTS -COMP/OP AGG.. $ I 05/13/2019 i 05/13/2020 EACH OCCURRENCE -AGGREGATE ___ ........ ·~-- 1 06/01/2019 06/01/2020 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ii more space Is requil'edl Re Job: City of Carlsbad, various locations. The City of Carlsbad, Its officials, employees and volunteers are Included as Additional Insured regarding General Liability as ~r the attached endorsement.Coverage Is Prrmary and Non-Contributory. Waiver of Subrogation applies to Workers· Compensation. (SEE ATTACHED) CITYCA2 1,000,000 . 100,000 1,000 1,000,000 4,000,000 4,000,000 5,000,000 5,000,000 1,000,000 1,000,000 1,000,000 City of Carlsbad/CMWD clo EXIGIS Insurance Compliance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 4668-EMC#35050 New York, NY 10163-4668 ACORD 25 (2016/03) AUTHORIZED REPRESENTA TlVE ~cJ.~ © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD: HOLOERCOOE CITYCA2 1NsuReo·s NAME Specialized Elevator Services, LLC SPECl-9 OP ID: JR 30 day cancellation notice, except 10 days for the non-payment of premium (E,P,W) PAGE 2 Date 08/21/2019 Policy #CSU0133265 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 Location s of Covered O erations As Required per Written Contract As Required per Written Contract 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 per- son(s) or organization(s) shown in the Sched- ule, 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 performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following addi- tional exclusions apply: This insurance does not apply to •bodily inju- ry• or "property damage• occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CSIA405(08/09)-H-Includes copyrighted material ofC ISO Properties, Inc., with its permission Page 1 of 1 Policy #CSU0132558 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Location(s) of Covered Operations As Required perWritten Contract As Required per Written Contract Information r uired to com ete this Schedule, if not shown above, will be shown in the Declarations. Section II • Who is an Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "prop-- erty damage• caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement perfonned for that additional insured and included in the "prod- ucts-completed operations hazard". CSIA405(08/09)-1- Includes copyrighted material of@ ISO Properties, Inc., with its pennission Page 1 of 1 Policy #CSU0133265 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance avalable to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20010413 © Insurance Services Offioo, Inc., 2012 Page 1 of 1 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYY\'V) 08/16/2019 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, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 Sarah Atkinson Insurance Agency 15061 Springdale Street, Suite 101 StateFarm Huntington Beach Ca 92649 f ,,L ' INSURED Specialized Elevator Services, LLC 14320 Iseli Road Santa Fe Springs, CA 90670-5204 COVERAGES CERTIFICATE NUMBER: <3jqaMad1'!s ~•t714.-892.:.3351 ....... gin~@atkinsonagel)QY&s>m INSURER($) AFFORDING COVERAGE .1NSlJRER~ :§tati:1 f 1!I!!!J~enf:!ral lnsurancei .QQrl'lP8flY INSURERS: •-••-••M•O°'-'~•-• INSURERC: INSURERD: •~'-•••• •---~h INSURERE: INSURER F: REVISION NUMBER: NAIC# THIS IS TO CERTIFY THAT THE POLICIES O INSU N E LISTED BELOW HAVE B EN ISSUED TO THE IN UREO NAME ABOVE FOR TH P LICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VIATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l~tlf: ,, TYPE OF INSURANCE TA POLICY NUMBER . ·····~~. :('i(ICVDJ, LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL UABIUTY . l J CLAIMS-MADE i OCCUR GEN'L AGGREGATE LIMIT APPLIES PER Poucv . · ~l8r 1 we ANY AUTO ALLOW.ED AUTOS [ )< . HIRED AUTOS ! UMBRELLA LIAS EXCESS LIAS 'SCHEDULED : AUTOS r x 1 ~BroiWNED ' I OCCUR : OED ! l RETENTION$ WORKERS COMPENSATION I , ANO EMPLOYERS' LIABILITY y / N ', I ANY PROPRIETORIPARTNERiEXECUTIVE □ I ! OFFICE/MEMBER EXCLUDED? , N / A i (Mandatory In NH) I ' 11 yes describe under · 437 3182-D24-75F I 04/24/2019 04/24/2020 Di s rl~~~ .PREMIS.ES (Ea oecurrence) S MED EXP {Any one pe<son) __ ..S ··-··-- ' PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS -COMP/OP AGG $ $ Ea accident) j $ BODIL y INJURY (Per person) $ BOOIL Y INJURY (Per accident) S RO~AUE . -$ ~er accidenQ ·- Deductible s EACH OCCURRENCE AGGREGATE _J TORY LIMITS J .L-~.ILI s $ $ 1,000,000 1,000 E L EACH ACCIDENT ' $ EL DISEASE· EA EMPL~~ ~ ......... ··-·- E. L DISEASE -POLICY LIMIT ) $ DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES fAttach ACORD 101, Additional Remarlcs Schedule, if mon space ii required) Re Job: City of Carlsbad, various locations. Coverage is Additional Insured Primary and Non-Contributory. 30 day cancellation notice, except 10 days for the non-payment of premium applies. (E,P,W) CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE OESCRIBEO POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o EXIGIS Insurance Compliance Services ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668-ECM#35050 AUTHORIZED REPRESENTATIVE New York, NY 10163-4668 51~~ V C -© 1988 2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 1001486 132849.8 01-23-2013 GS1681 City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 2 TO AGREEMENT FOR ELEVATOR PREVENTATIVE MAINTENANCE ASCENT ELEVATOR SERVICES, INC. DBA SAN FRANCISCO ELEVATOR CONSTRUCTION, INC. This Amendment No. 2 is entered into and effective as of the ______ day of ______________________________, 2019, amending the agreement dated April 10, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, (“City”), and Ascent Elevator Services, Inc., (“Contractor”) (collectively, the “Parties”) for elevator preventative maintenance. RECITALS A. On April 30, 2019, the Parties executed Amendment No. 1 to the Agreement to extend the agreement for a period of two (2) years and alter the scope of work to include maintenance for the wheelchair lift at the Dove Library Auditorium; and B. The Parties desire to alter the Agreement’s scope of work to add one (1) elevator at Pine Community Center; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit “A”. With this Amendment, the total annual Agreement amount shall not exceed twenty-eight thousand eighty dollars ($28,080). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed two thousand two hundred twenty dollars ($2,220). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by April 29, 2021. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. DocuSign Envelope ID: D8DC7529-F6BA-4786-9E49-3163D7355496 July 23rd GS1681 City Attorney Approved Version 9/27/16 2 CONTRACTOR, ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC. a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Robert Williams / CEO (print name/title) By: (sign here) Donovan McKeever / President (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: D8DC7529-F6BA-4786-9E49-3163D7355496 GS1681 City Attorney Approved Version 9/27/16 3 EXHIBIT “A” SCOPE OF SERVICES AND FEE Contractor to provide all materials, tools and labor to perform monthly preventative maintenance on the elevator located at 3209 Harding St, Carlsbad, CA 92008. Scope of work shall be consistent with the services outlined in the original agreement dated April 10, 2018. COST SCOPE OF SERVICES Item No. Service Current Unit Price Annual Total 1 Pine Community Center Elevator Preventative Maintenance Monthly $185.00 Per Month $2,200.00 Annual Amount Adjusted Annual Agreement Total $28,080.00 DocuSign Envelope ID: D8DC7529-F6BA-4786-9E49-3163D7355496 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE 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 AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea 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 (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD Date HOLDER CODE INSURED'S NAME PAGENOTEPAD: of premium applies. (E,P,W) CITYCAR 2 Ascent Elevator Services, Inc.02/21/2019 ASCEN-1 OP ID: JR Policy Number:GLP130331102 CG 20 10 (Ed.04 13) 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 person or organization that you are required and agreed to name as an additional insured on yourpolicy under: 1.A written contract or agreementthat is in effect during the term of this policy and such contract is entered into prior to the “occurrence”of any “bodily injury",“property damage","personalinjury",or "advertising injury";or, Anylocation within the "coverageterritory” 2.An oral contract or oral agreement with a person or organization whena certificate of insurance showing that person or organization as an Additional Insured has been issued;and suchoral contract ororal agreement is in effect during the term ofthis policy and is enteredinto priorto the“occurrence”of any “bodily injury “advertising injury". Mo,,"property damage",“personalinjury", or Informationrequired to complete this Schedule,if not shown above,will be shown in the Declarations. A.SECTION I]-WHO IS AN INSURED is amended to include as an additional insured the person(s)ororganization(s)shownin the Schedule,but only with respectto liability for “bodily injury","property damage"or “personal and advertising injury"caused,in whole orin part,by: 1.your acts or omissions;or 2.the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the Additional Insured(s)at the location(s)designatedabove. 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 insuranceaffordedtosuchadditionalinsuredwillnotbebroaderthanthatwhichyouarerequiredbythecontractoragreementtoprovideforsuchadditionalinsured. 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.all work,including materials,parts or equipment furnished in connection with such work,on the project (other than service,maintenance or repairs)to be performed by or on behalf of the Additional insured(s) at the location of the covered operations has been completed;or Copyright,ISO Properties,Inc.,2012 CG 20 10 (Ed.04/13)(Page 1 of 2) 2.that portion of "your work"out of which the injury or damage arises has been put to its intended use by .any person or organization other than another contractor or subcontractor engaged in performingoperationsforaprincipalasapartofthesameproject. C.With respect to the insurance afforded to these Additional Insureds,the following:is added to SECTIONIII -LIMITS Of INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement,the most wewill payonbehalfoftheAdditionalInsuredistheamountofinsurance: 1.required by the contract or agreement;or 2.available under the applicable Limits of Insurance shownin the Declarations; whicheveris less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Copyright,ISO Properties,Inc,2012CG2010(Ed.04/13)(Page 2 of 2) CG 20 37 (Ed.04 13)Policy Number:GLP130331102 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS,LESSEES ORCONTRACTORS-COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERALLIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONSLIABILITY COVERAGE PART Schedule Name -of Additional!Insured Person(s)or Organization(s)Location and Description of Completed OperationsAnypersonororganizationthatyouarerequiredandagreedtonameasAnylocatiithinthe"territory".and for all leted tiasanadditionalinsuredonyourpolicyunder.ny focation within the coverageterritory ,and fora completed operations 1.A written contract or agreementthatis in effect during the term ofthispolicyandsuchcontractisenteredintopriortothe“occurrence”ofany"bodily injury","property damage",“personalinjury",or"advertisinginjury"; Or,2.An oral contract or an oral agreementwith a person or organizationwhereacertificateofinsuranceshowingthatpersonarorganizationas an Additional Insured has been issued;and such oral contractor oralagreementisineffectduringthetermofthispolicyandsuchcontract isenteredintopriortothe“occurrence”of any “bodily injury","propertydamage","personalinjury”,or “advertising injury"; Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A.SECTION Il -WHO IS AN INSURED is amended to include as an additional insured the person(s)ororganization(s)shown in the Schedule,but only with respect to liability for “bodily injury"or “propertydamage"caused,in whole or in part,by "your work"at the location designated and described in the ScheduleofthisendorsementperformedforthatAdditionalInsuredandincludedinthe“products-completedoperationshazard." 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 insuranceaffordedtosuchadditionalinsuredwillnotbebroaderthanthatwhichyouarerequiredbythecontractoragreementtoprovideforsuchadditionalinsured. With respect to the insurance afforded to these Additional Insureds,the following is added to SECTION HI-LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement,the most we will payonbehalfoftheAdditionalInsuredistheamountofinsurance: 1.required by the contract or agreement;or Copyright,ISO Properties,Inc.,2012CG2037(Ed.04/13)(Page 1 of 2) 2.available under the applicable Limits of Insurance shownin the Declarations; whicheveris less. This endorsementshall not increase the applicable Limits of Insurance shownin the Declarations. Copyright,ISO Properties,Inc.,2012 CG 20 37 (Ed.04/13)(Page 2 of 2) Policy Number:GLP130331102 THIS ENDORSEMENTCHANGESTHE POLICY.PLEASE READ IT CAREFULLY. ELEVATOR CONTRACTOR PLUS ENDORSEMENT Primary and Non-Contributory Additional Insured Extension This endorsement modifies insurance provided underthe following: COMMON POLICY CONDITIONSCOMMERCIALGENERALLIABILITY COVERAGE PART Section Extracted from Endorsement CG 90 53 (Ed.04/16) K.Primary and Non-Contributory Additional Insured ExtensionThisprovisionappliestoanypersonororganizationwhoqualifies as an Additional Insuredunder anyformorendorsementunderthisPolicy. Condition 4.Other Insurance of SECTION IV -COMMERCIAL GENERALLIABILITY CONDITIONSisamendedasfollows: a.The following is added to Paragraph a.Primary Insurance: This insuranceis primary to and will not seek contribution from any other insurance available to an Additional Insured underyourpolicy provided that: (1)the Additional Insured is a Named Insured under such other insurance;and (2)you have agreedin writing in a contract or agreementthat this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. 4 03/01/2019 All CA Operations Cypress Insurance Company ASWC027442 DocuSign Envelope ID: 6BF52E62-E3CC-41EE-955C-A736C64B29EF GS1681 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR ELEVATOR PREVENTATIVE MAINTENANCE ASCENT ELEVATOR SERVICES, INC. dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC. This Amendment No. 1 is entered into and effective as of the 3Qtb day of A ril 2019, extending and amending the agreement dated April 10, 2018 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, (''City"), and Ascent Elevator Services, Inc., dba San Francisco Elevator Construction Inc., a California corporation, ("Contractor") (collectively, the "Parties") for elevator preventative maintenance. RECITALS A. The Parties desire to alter the Agreement's scope of work to include maintenance for the wheelchair lift at the Dove Library Auditorium; and B.The Parties desire to extend the Agreement for a period of two (2) years; and C.The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.In addition to those services contained in the Agreement, as may have beenamended from time to time, Contractor will provide those services in the original Agreement as Amended by Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed twenty-five thousand eight hundred sixty dollars ($25,860). 2.City will pay Contractor for all work associated with those services in the originalAgreement as Amended by Exhibit "A" on a tirne and materials basis not-to-exceed twenty-five thousand eight hundred sixty dollars ($25,860) per Agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3.Contractor will complete all work in the original Agreement as Amended by Exhibit"A" by April 29, 2021. 4.All other provisions of the Agreement, as may have been amended from time totime, will remain in full force and effect. 5.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 1/30/13 1 DocuSign Envelope ID: 6BF52E62-E3CC-41EE-955C-A736C64B29EF GS1681 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 ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC., a California corporation By: fuut-VV')Af'l.!.S (sign here) Ernie Lazarus / President (print name/title) By: (sign here) Donovan McKeever, CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: l6n � Paz Gomez, Deputy City Manager, Public Works as authorized by the City Manager If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: avi,1/JA,}4 0':1 Deputy City Attorney City Attorney Approved Version 1/30/13 2 DocuSign Envelope ID: 6BF52E62-E3CC-41EE-955C-A736C64B29EF GS1681 EXHIBIT "A" This Amendment adds the Dove Library Auditorium wheelchair lift, located at 1775 Dove Ln., Carlsbad, CA 92011, to Item 4 of the Cost and Scope of Services, and affirms this equipment into the monthly service Agreement for current and future terms of this Agreement at a cost of $21 per month. All services previously established with this Agreement are included for this location. Wheelchair lift work to include but not limited to: Monthly and annual examination and testing of working parts of platform safeties features; inspect normal and final terminal stopping devices; inspect and test slack-rope devices; and verify weekly test log. . Item -No.--- 4. COST SCOPE OF SERVICES .. ··• > : , ', Dove bilarary (2) Preventative Maintenance MeAtl=Hy $aos.oo Per MeAIR Dove Library (3) Preventative Maintenance Monthly $330.00 Per Month (Adding Auditorium Wheelchair Lift) Annual Increase to Agreement Adjusted Annual Agreement Total $a,7D8.oo £Annual Affiet1nt) $3 960.00 Annual Amount $252.00 $25,860.00 City Attorney Approved Version 1/30/13 3 _____.., ASCEN-1 ni:>1n, ,~ ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 11/30/2018 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 riahts to the certificate holder in lieu of such endorsement(s). PRODUCER 925-283-5750 ~2Ht~cT Julie Rector ISU Massie & Beck Ins. Serv. ~8.Ntro, Ext): 925-283-5750 I FQc, No):925-283-5751 License #0B29340 P .0. Box 1272 ,~ .. ~!,. ......... julie(g),1sumass1e.com Lafayette, CA 94549-1272 INSURERrs, AFFORDING COVERAGE Dean Sigmundson NAIC# INSURER A: Great American Ins. Com D. 16691 INSURED Ascent Elevator Services, Inc. INSURER B: American Fire&Cas/Liberty Mut 24066 OBA: San Francisco Elevator INSURER c: National Union Fire Insurance 19445 Construction Inc. 6517 Sierra Lane INSURER D: Cypress Insurance Co. 10855 Dublin, CA 94568 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. l~J~ TYPE OF INSURANCE ~cP~ ~~f POLICY NUMBER POUCYEFF POLICY EXP LIMITS . . .. A X COMMERCIAL GENERAL LIABILITY I 1,000,000 EACH OCCURRENCE $ I CLAIMS-MADE [Kl OCCUR y GLP130331102 12/01/2018 12/01/2019 DAMAGE T9c~ENTED s 300,000 MED EXP IAnv one oerson} $ 10,000 - -PERSONAL & ADV INJURY $ 1,000,000 ~'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 POLICY 00 ~r8r □ LOC PRODUCTS -COMP/OP AGG s 4,000,000 OTHER: Max.Ag gr. $. 10,000,000 B ~TOMOBILE LIABILITY ~c~~~~~~.~INGLE LIMIT s 1,000,000 __!_ ANY AUTO BAA56397321 03/01/2018 03/01/2019 BODILY INJURY /Per oerson} $ OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY (Per accident) $ X ~L'\'Ws ONLY X ~8¥oi~~i~ r~oPE~TYRAMAGE s --eracadent X $500Comp& X $1000 Coll s C UMBRELLA UAB ~ OCCUR EACH OCCURRENCE $ 5,000,000 -X EXCESSLIAB CLAIMS-MADE EBU011656272 12/01/2018 12/01/2019 AGGREGATE $ 5,000,000 OED I I RETENTION$ $ D WORKERS COMPENSATION XI ~~~TUTE I I iPJH-AND EMPLOYERS' LIABILITY Y/N y ASWC920804 03/01/2018 03/01/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE □ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ g~it~rtif8~ ~#~PERATIONS below E.L. DISEASE -POLICY LIMIT s 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) Re Job: City of Carlsbad, various locations. The City of Carlsbad, its officials, employees and volunteers are included as Additional Insured regarding General Liability as per the attached endorsement.Coverage is Primary and Non-Contributo~. Waiver of Subrogation applies to Workers' Compensation. 30 day cance ation notice, except 10 days for the non-payment CERTIFICATE HOLDER CANCELLATION CITYCAR City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P .0. Box 4668-ECM#35050 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD NOTEPAD: HOLDER CODE CITYCAR tNSUReo·s NAME Ascent Elevator Services, Inc. of premium applies. (E,P,W) ASCEN-1 OPID:JR PAGE 2 Date 11/30/2018 Policy Number: GLP130331102 CG 20 10 (Ed. 04 13) 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 Additiona·1 Insured Person(s) or Organization(s) Location(s) of Covered Any person or organization that you are required and agreed to name as Any location within the "coverage territory" an additional insured on your policy under: 1. A written contract or agreement that is in effect during the term of this policy and such contract Is entered into prior to the "occurrence" of any "bodily injury", "property damage", "personal injury", or "advertising injury"; or, 2. An oral contract or oral agreement with a person or organization when a certifiicate of insurance showing that person or organization as an Additional Insured has been issued; and such oral contract or oral agreement is in effect during the term of this policy and is entered into prior to the "occurrence" of any "bodily injury", "property damage", "personal injury", or "advertising injury". Operations 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", 11property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. your acts or omissions; or 2. the acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the Additional lnsured(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 far 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. all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the Additional lnsured(s) at the location of the covered operations has been completed; or Copyright, ISO Properties, Inc., 201 2 CG 20 10 (Ed. 04/13) (Page 1 of 2) 2. that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these Additional Insureds, the following· is added to SECTION Ill - LIMITS Of INSURANCE: 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 amount 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 10 (Ed. 04/13) Copyright, ISO Properties, Inc., 201 2 (Page 2 of 2) Policy Number: GLP130331102 CG 20 37 (Ed. 04 13) 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 Name of Additional Insured Person(s) or Organization(s) Any person or organizationthat you are required and agreed to name as as an additional insured on your policy under: 1. A written contract or agreement that is in effect during the tenn of this policy and such contract is entered into prior to the "occurrence" of any "bodily injury", "property damage", "personal injury", or "advertising injury"; Or, 2. An oral contract or an oral agreement with a person or organization where a certificate of insurance showing that person or organization as an Additional Insured has been issued; and such oral contract or oral agreement is in effect during the tenn of this policy and such contract is entered into prior to the "occurrence" of any "bodily injury", "property damage", "personal injury'', or "advertising injury"; Schedule Location and Description of Completed Operations Any location within the "coverage territory", and for all completed operations 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 11bodily injury" or "property damage11 caused, in whole or in part, by 11your work11 at the location desi'gnated 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 amount of insurance: 1. required by the contract or agreement; or CG 20 37 (Ed. 04/13) Copyright, ISO Properties, Inc., 2012 (Page 1 of 2) 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 iri the Declarations. CG 20 37 (Ed. 04/13) Copyright, ISO Properties, Inc., 2012 (Page 2 of 2) Policy Number: GLP130331102 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ELEVATOR CONTRACTOR PLUS ENDORSEMENT Primary and Non-Contributory Additional Insured Extension This endorsement modifies insurance provided under the following: COMMON POLICY CONDITIONS COMMERCIAL GENERAL LIABILITY COVERAGE PART Section Extracted from Endorsement CG 90 53 (Ed. 04/16) I K. Primary and Non-Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an Additional Insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to Paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) the Additional Insured is a Named Insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. 03/01/2019 All CA Operations Cypress Insurance Company ASWC027442 GS1681 AGREEMENT FOR ELEVATOR PREVENTATIVE MAINTENACE SERVICES ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC . .I\ THIS, AGREEMENT is made and entered into as of the \L)~ day of t1:£ Cl \ , 2018, but effective April 30, 2018, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC., a California corporation, ("Contractor"). DEFINITIONS Repair: Authorized service work to equipment and systems required to preserve and protect any City owned or maintained elevator system as specified in this Agreement. Maintenance: Any routine, recurring, and usual services or preventative maintenance on existing City systems necessary for the protection or preservation of any City owned or maintained elevator systems as specified in this Agreement. Service Report: Contractor's detailed report in City-approved computer-generated format covering all work performed under this Agreement. Service reports shall be separate documents, listed by facility and shall note all inspections, repairs or service work performed, condition statements and any other pertinent information to aid the City in determining future equipment repairs, maintenance or replacement. RECITALS A. City requires the professional services of a consultant that is experienced in elevator maintenance. B. Contractor has the necessary experience in providing professional services and advice related to elevator maintenance. 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. Contractor shall maintain a C-11 license issued by the California Contractors State License Board throughout the term of this Agreement. Although it is not a requirement of this Agreement, it is highly desirable the Contractor maintains a C-10 license issued by the California Contractors State License Board throughout the term of this Agreement. 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 two (2) additional two (2) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's City Attorney Approved Version 9/27/17 GS1681 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 twenty-five thousand six hundred eight dollars ($25,608). 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 thirty-five thousand dollars ($35,000) per Agreement year, allowing for a five percent (5%) increase in compensation per each 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". If an increase in compensation for service in succeeding option years is requested, the Contractor must provide detailed supporting documentation to justify the requested rate increase. The City will evaluate the requested increase, and the City reserves the right to accept or reject the Contractor's requested compensation increase. This Agreement's annual compensation terms may be adjusted by a mutually agreeable amount based on and no greater than the San Diego Consumer Price Index changes over the previous year. Requests for price changes must be made by the Contractor in writing sixty (60) days before the end of the current agreement year and is subject to negotiation or rejection by the City. 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of 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 City Attorney Approved Version 9/27/17 2 GS1681 payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including 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. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. City Attorney Approved Version 9/27/17 3 GS1681 11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. City Attorney Approved Version 9/27/17 4 GS1681 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Michael O'Brien Title Public Works Supervisor Department Public Works City of Carlsbad Address 1635 Faraday Av Carlsbad, CA 92008 Phone No. 760-421-9158 For Contractor Name Trina Davidson Title Project Manager Address 10320 Camino Santa Fe Suite A San Diego, CA 92121 Phone No. 858-2020-0110 Email trina@ascentelevator.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. Yes D No~ 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. City Attorney Approved Version 9/27/17 5 GS1681 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (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. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for City Attorney Approved Version 9/27/17 6 GS1681 a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill /II Ill Ill Ill Ill City Attorney Approved Version 9/27/17 7 GS1681 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ASCENT ELEVATOR SERVICES, INC., dba SAN FRANCISCO ELEVATOR CONSTRUCTION, INC., a California corporation By: CITY OF CARLSBAD, a municipal corporation of the State of California By: Elaine Lukey / Publi rks Director as authorized by tne City Manager If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:_....._~---~~ Deputy City Attorney City Attorney Approved Version 9/27/17 8 GS1681 EXHIBIT "A" COST AND SCOPE OF SERVICES Contractor will provide elevator preventative maintenance services for eight City of Carlsbad locations listed below. Contractor will adhere to all specifications, and hereby proposes to furnish all labor, materials, equipment, transportation, and services required to do all the work in this elevator maintenance agreement in accordance with the specifications of the City of Carlsbad, and the General Provisions. Contractor will take in full payment therefore the following unit prices for each item complete, to wit: Item Description Service Unit Price Annual Total No. (# of elevators on site) 1. COLE LIBRARY (2) $ 496.00 $5,952.00 Preventative Maintenance Monthly Per month (Extended Amount) 2. SAFETY CENTER (2) $ 309.00 $3,708.00 Preventative Maintenance Monthly Per month (Extended Amount) 3. 1635 FARADAY (1) $ 154.00 $1,848.00 Preventative Maintenance Monthly Per month (Extended Amount) 4. DOVE LIBRARY (2) $ 309.00 $3,708.00 Preventative Maintenance Monthly Per month (Extended Amount) 5. SENIOR CENTER (1) $ 154.00 $1,848.00 Preventative Maintenance Monthly Per month (Extended Amount) 6. LIBRARY LEARNING CENTER $ 154.00 $1,848.00 ( 1) Preventative Maintenance Monthly Per month (Extended Amount) SAFTEY TRAINING CENTER (1) $154.00 $1,848.00 7. Preventative Maintenance Monthly Per month (Extended Amount) 8. PINE COMMUNITY CENTER (1) Monthly $ 154.00 $1,848.00 Preventative Maintenance Per month (Extended Amount) After Hours Trouble Call Overtime 9. Services/Overtime & Double Time As Needed $166/Hr. $3,000.00 Charges Double-Time ~,. ....... $25,608.00 TOTALS: (Extended Amount) City Attorney Approved Version 9/27/17 9 CITY OF CARLSBAD BID 12-00 ELEVATOR MAINTENANCE SERVICES EXHIBIT "A" GS1681 MANNER OF PERFORMING SERVICES GENERAL SPECIFICATIONS DEFINITIONS Whenever the following terms are used in this agreement, they shall have the following meaning: A. "BID ITEM" -Individual items of work in the CONTRACTOR'S proposal at an agreed price for the work. B. "CITY"-The CITY of Carlsbad. C. "CITY MANAGER" -The fully appointed CITY MANAGER of the CITY or his authorized representative. D. "CONTRACT ADMINISTRATOR" -The GENERAL SERVICES MANAGEMENT DIRECTOR'S designee for bidding, awarding and administering the CONTRACTOR'S work under this agreement. E. "CONTRACTOR" -The managing individual of the contracting entity or his authorized employees or representatives. F. "FULLY OPERATIONAL" -In a condition to undertake the function to adequately as passenger or freight elevator. G. "PERIODIC INSPECTION" -Routinely scheduled or randomly noticed inspection or audit conducted by CITY. H. "PREVENTATIVE MAINTENANCE" -Work specified in the preventative maintenance schedule, Routine Preventative Maintenance Tasks for Elevators and Maintenance Quality Standards of this agreement that consist of work performed by the Contractor at a fixed price cost. Work under this contract to maintain the serviceability of elevators specified. I. "GS DIRECTOR" -The official designated as the General Services Director of CITY, or any of his or her authorized representatives. City Attorney Approved Version 9/27/17 10 GS1681 J. "REPAIRS" -Work, unless otherwise specified, is work that requires a separate contract to perform. REPAIR work must be authorized by the CONTRACT ADMINSITRATOR prior to the CONTRACTOR performing. 1.00 STANDARDS OF WORK AND CONTRACTOR RESPONISBILITY 1.01 The CONTRACTOR shall perform the work described herein in a thorough and professional manner so that the City of Carlsbad is provided with reliable and high quality Elevator Maintenance services at all times. 1.02 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, all labor, tools, equipment, and materials necessary, unless specifically excluded herein, to perform preventative maintenance at the Bid Item price. The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, tools and equipment necessary, unless specifically excluded herein, to perform authorized Preventative Maintenance at the Bid Item price for Labor. Cost of parts shall be paid at the CONTRACTOR'S invoice cost for parts plus the percentage of markup indicated in this proposal. 1.03 The CONTRACTOR'S forces shall leave work areas free of all dirt, litter, lubricants, or other materials utilized to perform maintenance services. The CONTRACTOR shall erect barricades, warning signs and any other devices to prevent unauthorized access by the public or unauthorized City staff to work areas. 1.04 Elevator maintenance shall be performed in accordance with accepted standards for Elevator maintenance to the satisfaction of the CONTRACT ADMINISTRATOR or his designee. CONTRACTOR shall immediately respond when notified by CITY to correct unsatisfactory work at no additional charge. 1.05 The CONTRACTOR shall maintain individual maintenance logs listing all work performed under this agreement. These maintenance logs shall be kept in a designated area on each site. Logs shall indicate the date of service, time of service, service performed, the technician performing service and any other information that may affect current or future operation of the elevators. The CONTRACTOR shall report these locations, by address, to CITY'S CONTRACT ADMINISTRATOR, or designee, within 48 hours. (Deductions may be made from the CONTRACTOR'S payments if maintenance logs/tasks are not reported to CITY within the time allowed.) 1.06 The CONTRACTOR shall, during the term of this CONTRACT, respond to all callbacks to the satisfaction of the CONTRACT ADMINISTRATOR, within twenty- four (24) hours of notification. Failure to comply with this requirement will result in a reduction in payment to the CONTRACTOR as determined appropriate by the CONTRACT ADMINISTRATOR. 1.07 The CONTRACTOR shall prepare and submit an annual schedule for PREVENTATIVE MAINTENANCE to the CONTRACT ADMINISTRATOR for approval. The PREVENTATIVE MAINTENANCE Schedule, Tasks and Quality City Attorney Approved Version 9/27/17 11 GS1681 Standards shall be adhered to by CONTRACTOR unless deviation from the approve schedule is authorized by the CONTRACT ADMINISTRATOR. 1.08 CONTRACTOR shall, during the term of this CONTRACT, respond to requests for trouble calls or call back service work as required, twenty-four (24) hours per day, seven (7) days per week. The CONTRACTOR will absorb all costs for services provided during normal working hours. CONTRACTOR is required to dispatch required technicians to the site, within four (4) hours of contact by the CONTRACT ADMINISTRATOR or upon the first available business hour. On overtime and double-time hours, the CONTRACTOR will absorb the straight time portion of the call and the CITY is responsible for the overtime or double-time portion only. Straight Time: Monday through Friday excluding Holidays, 8:00 a.m. to 4:30 p.m.; Overtime: Monday through Friday excluding Holidays, between 4:30 p.m. and 8:00 a.m., Saturdays between 12:00 a.m. and 11 :59 p.m.; Double Time Sundays and Holidays. 2.00 ELEVATORS TO BE MAINTAINED 2.01 The service areas, hours of operation, and frequencies of service under the provisions of this CONTRACT are detailed in Appendix "C". 2.02 CONTRACTOR acknowledges personal inspection of the sites and the surrounding areas and has evaluated the extent to which the physical condition thereof will affect the services to be provided. CONTRACTOR accepts the premises in their present physical condition, and agrees to make no demands upon CITY for any improvements or alterations thereof. 3.00 PAYMENT AND INVOICES 3.01 The CONTRACTOR shall present monthly invoices, for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 3.02 The CONTRACTOR'S monthly invoices for PREVENTATIVE MAINTENANCE shall be prepared and submitted in an electronic format, clearly indicating the Purchase Order number, unit price, total work performed and correctly extended totals for each individual BID ITEM or separate item of work. An invoice format shall be submitted to the CONTRACT ADMINISTRATOR for approval. CONTRACTOR shall submit a fully itemized monthly bill to the CONTRACT ADMINISTRATOR, or designee. City Attorney Approved Version 9/27/17 12 GS1681 3.03 Separate invoices for approved REPAIRS AND EMERGENCY REPAIRS (work conducted outside the scope of this Agreement) shall be prepared and submitted in an electronic format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Unless otherwise approved by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete REPAIR or EMERGENCY REPAIR. 3.04 In the event the CITY transfers title, maintenance responsibility, or changes service frequency of a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion of the CONTRACT ADMINISTRATOR, may be deleted from the agreement and the CONTRACT sum shall be reduced accordingly. The CONTRACT ADMINISTRATOR may, at his discretion, add new elevators to be maintained and/or require additional services. The CONTRACTOR shall be compensated for the additional facilities or services that are designated after the date of the commencement of this CONTRACT based on a negotiated proposal. Proposal costs shall not exceed customary costs of similar equipment as submitted in the REQUEST FOR BIDS or as adjusted in accordance with subsequent amendments to the agreement. The CONTRACT ADMINISTRATOR shall notify the CONTRACTOR of additions, reductions or deletions of areas to be serviced in writing. 4.00 ENFORCEMENT, DEDUCTIONS AND LIQUIDATED DAMAGES 4.01 The CONTRACT ADMINISTRATOR shall be responsible for the enforcement of this CONTRACT on behalf of CITY. In addition to deductions stipulated in other sections of this agreement, the CONTRACT ADMINISTRATOR may enforce deductions in accordance with Section 4.00. 4.02 The CONTRACT ADMINISTRATOR shall prepare and may implement an INSPECTION RATING SYSTEM to be used to verify monthly payments and deductions from payments (see sample rating system as Appendix "B"). This form and system may be modified at the discretion of the CONTRACTADMINISTRATOR. The CONTRACTOR agrees to be so evaluated by said system and bound by the ratings and/or deductions from payments indicated in the monthly INSPECTION RATING SYSTEM report. To avoid deductions from payment, CONTRACTOR must receive a rating of 95 or higher per service area as described in Appendix "B". 4.03 If, in the judgment of the CONTRACT ADMINISTRATOR, the CONTRACTOR is deemed to be non-compliant with the terms and obligations of the CONTRACT, the CONTRACT ADMINISTRATOR, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from the CONTRACTOR'S invoice for work not performed, and/or deduct liquidated damages. Notification of the amount to be withheld or deducted from payments to CONTRACTOR will be forwarded to the CONTRACTOR by the CONTRACT ADMINISTRATOR in a written notice describing the reasons for said action. The monthly INSPECTION RATING SYSTEM report shall constitute reason for any deductions so imposed. City Attorney Approved Version 9/27/17 13 GS1681 4.04 The action above shall not be construed as a penalty but as adjustment of payment to CONTRACTOR to recover cost or loss due to the failure of the CONTRACTOR to complete or comply with the provisions of this CONTRACT. 5.00 INSPECTIONS, MEETINGS, & REPORTS 5.01 CITY reserves the right to perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 5.02 The CONTRACTOR or his authorized representative shall meet with the CONTRACT ADMINISTRATOR or his representative on each site at the discretion and convenience of the CONTRACT ADMINISTRATOR, for walkthrough inspections. All routine maintenance functions shall be completed prior to this meeting. 5.03 At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his appropriate representative, shall attend meetings and/or training sessions, as determined by the CONTRACT ADMINISTRATOR, for purposes of orientation, information sharing, CONTRACT revision, description of CITY policies, procedures, standards, and the like. 5.04 CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written documentation and/or regular reports as the CONTRACT ADMINISTRATOR deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to the CONTRACT ADMINISTRATOR pertinent information relative to the maintenance, operation, and safety of the elevators. 6.00 STATE PRELIMINARY ORDERS AND LICENCING 6.01 The CONTRACTOR shall assist the CITY with administering the fulfillment of requirements including composing written communications with the State with State Preliminary Orders and Licensing coordination with the State Division of Occupational Safety and Health by the dates set forth by the State in said notices. 6.02 The CONTRACTOR shall advise the CITY of required inspections, maintenance and repairs required to satisfy all regulating agencies requirements to insure uninterrupted services of the CITY'S elevators. 7 .00 CONTRACTOR'S DAMAGES 7.01 All damages incurred to existing facilities by the CONTRACTOR'S operation shall be repaired or replaced, by the CONTRACTOR or by other forces, all at the discretion of the CONTRACT ADMINISTRATOR, all at the CONTRACTOR'S expense. City Attorney Approved Version 9/27/17 14 GS1681 8.00 COMMUNICATIONS AND EMERGENCY RESPONSE 8.01 The CONTRACTOR shall, during the term of this CONTRACT, maintain two twenty-four (24) hour emergency telephone numbers, toll free to a San Diego region area code. For hours beyond a normal 8 a.m. to 4:30 p.m. business day, an answering service shall be considered an acceptable substitute. Answering machines are not acceptable. 8.02 All requests for emergency services shall require a qualified technician to be dispatched to the required location as soon as possible after notification; but in all cases within four (4) hours, to the satisfaction of the CONTRACT ADMINISTRATOR. If any emergency service request is not responded to in four (4) hours, the CONTRACT ADMINISTRATOR shall be notified immediately of the reason for not meeting the required response time followed by a written report to the CONTRACT ADMINISTRATOR within two (2) working days. 8.03 Whenever immediate action is required to prevent possible injury, death, or property damage, CITY may, after reasonable attempt to notify the CONTRACTOR, cause such action to be taken by alternate work forces and, as determined by the CONTRACT ADMINISTRATOR, charge the cost thereof to the CONTRACTOR, or deduct such cost from any amount due to the CONTRACTOR. This deduction shall include a markup for administrative costs equal to fifteen (15) percent of the actual costs incurred. 8.04 The CONTRACTOR shall maintain a written log of all communications, the date and the time thereof and the action taken pursuant thereto or the reason for non- action. Said log of complaints shall be open to the inspection of the CONTRACT ADMINISTRATOR at all reasonable times. 8.05 CONTRACTOR'S supervisor shall carry cellular telephones with local San Diego region area code. Supervisor shall respond to any call from the CITY within thirty (30) minutes at any time. 9.00 SAFETY 9.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the performance of his duties and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents of the CITY, vendors, members of the public or others from foreseeable injury, or damage to their property. CONTRACTOR shall make annual inspections for any potential hazards at said sites and keep a log indicating date inspected and action taken. 9.02 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of any occurrence of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to the CONTRACT ADMINISTRATOR within three (3) calendar days following the occurrence. City Attorney Approved Version 9/27/17 15 GS1681 CONTRACTOR shall cooperate fully with the CITY in the investigation of any such occurrence. 10.00 HOURS AND DAYS OF SERVICES 10.01 The acceptable daily hours of services shall be 8:00 a.m. to 4:30 p.m., which shall be considered normal work hours as may pertain to any other provision of the CONTRACT. 10.02 CONTRACTOR shall provide staffing to perform the required services during the prescribed hours as specified in these contract documents. Any changes in the days and hours of operation heretofore prescribed shall be subject to approval by the CONTRACT ADMINISTRATOR. 10.03 Per State of California Labor Code, CONTRACTOR is directed to the following prescribed requirement with respect to the hours of employment. Eight (8) hours of labor under this CONTRACT shall constitute a legal day's work and said CONTRACTOR shall not require or permit any laborer, worker or mechanic, or any subcontractor employed by him to perform any of the work described herein to labor more than eight (8) hours during any one day or more than forty (40) hours during any one calendar week, except as authorized by State of California Labor Code Section 1815. 11.00 PREVENTATIVE MAINTENANCE SCHEDULES 11.01 The CONTRACTOR shall, within thirty (30) days after the award of bid of this CONTRACT, submit work schedules to the CONTRACT ADMINISTRATOR for review and approval. Said work schedules shall identify required operations and delineate the time frames for performance. A Routine Operations Schedule shall include all tasks required at the intervals required. The CONTRACTOR shall submit revised schedules when actual performance differs substantially from planned performance, and from time to time as requested by the CONTRACT ADMINISTRATOR. Said revisions shall be submitted to the CONTRACT ADMINISTRATOR for his review and approval, within five (5) working days prior to the original or revised scheduled time for the work, whichever is earlier. 12.00 CONTRACTOR'S STAFF AND TRAINING 12.01 The CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 12.02 In cooperation with the Carlsbad Police Department, CONTRACTOR agrees to, and to pay for, background checks if required by the CONTRACT ADMINISTRATOR on all personnel providing elevator services for this contract. In the event such background check reveals an item, which Carlsbad Police deems a security problem, City may request that such individual be removed from the list of personnel authorized to provide services to the CITY. 12.03 CONTRACTOR'S personnel shall possess the minimum qualifications for the position in which each is working. City Attorney Approved Version 9/27/17 16 GS1681 12.04 CONTRACTOR shall have a "Local" representative with authority to contractually bind CONTRACTOR in matters, which may arise during this agreement performance period. "Local" in the context of this agreement is defined as the southern California metropolitan area consisting of San Diego, Orange, and Los Angeles or Riverside counties. CONTRACTOR shall provide, prior to commencement of work under this Agreement, in writing to the CONTRACT ADMINISTRATOR, a statement indicating by name the specific authority vested in the "Local" representative. CONTRACTOR'S "Local" representative shall be responsible for instructing and training of CONTRACTOR'S personnel in the proper and specified work method and procedures; directing, scheduling, and coordinating all services and functions to completely accomplish the work as required by this Agreement. The "local" representative shall be available for consultation regarding problems on a daily basis at some time during regular working hours (8:00 a.m. to 5:00 p.m., Monday through Friday). 12.06 Each crew of CONTRACTOR'S employees shall include at least one individual who communicate effectively to the CONTRACT ADMINISTRATOR or to site staff during elevator services. For the purposes of this section a crew is understood to be any individual worker or group of workers who might service any site without other CONTRACTOR'S supervisory personnel present. 12.07 The CONTRACT ADMINISTRATOR may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR is, in the reasonable belief of the CONTRACT ADMINISTRATOR, detrimental to the interest of the public patronizing the premises. CONTRACTOR shall meet with representatives of the CONTRACT ADMINISTRATOR to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure the CONTRACT ADMINISTRATOR that the conduct and activities of CONTRACTOR'S employees will not be detrimental to the interest of the public patronizing the premises. 12.08 The CONTRACT ADMINISTRATOR may at any time order any of the CONTRACTOR'S personnel removed from the premises when, in the reasonable belief of the CONTRACT ADMINISTRATOR, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or otherwise detrimental to the interest of the CITY or the public patronizing the premises. 12.09 The CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with the CONTRACTOR'S company name and employee name badges as approved by the CONTRACT ADMINISTRATOR. Sufficient changes shall be provided to present a neat and clean appearance of the CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by State Safety Regulations. City Attorney Approved Version 9/27/17 17 GS1681 13.00 NON-INTERFERENCE -NOISE 13.01 CONTRACTOR shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 13.02 In the event that the CONTRACTOR'S operations must be performed when persons of the public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. 14.00 DRUG AND ALCOHOL FREE WORKPLACE 14.01 The CITY is committed to maintaining a work environment free from the effects of drugs and alcohol consistent with the directives of the Drug Free Workplace Act. As a condition of this agreement, CONTRACTOR and CONTRACTOR'S employees shall assist meeting the requirements of this policy as set forth in the "City of Carlsbad Drug and Alcohol Use Policy" incorporated by reference herein. CONTRACTOR agrees that CONTRACTOR and CONTRACTOR'S employees, while performing services for the CITY, on CITY property, or while using CITY equipment will not be in possession of, use, or be under the influence of drugs or alcohol. CONTRACTOR has the duty to inform all employees or agents of CONTRACTOR that are performing service for CITY on CITY property or using CITY equipment of the CITY'S objective of a safe, healthful and productive workplace and the prohibition of drug or alcohol possession, use or impairment from same while performing such service for CITY. CITY has the right to terminate, or declare this or any other agreement CONTRACTOR has with the CITY in DEFAULT if CONTRACTOR'S employees are determined by the CONTRACT ADMINISTRATOR to have breached the provisions of Section 15 herein as interpreted and enforced pursuant to the provision of the "City of Carlsbad Drug and Alcohol Use Policy". 15.00 ASSIGNMENT OF CONTRACT 15.01 CONTRACTOR shall not assign this contract or any part thereof and or monies due there under without the prior written consent of the CONTRACT ADMINISTRATOR. 16.00 EXTRA WORK 16.01 The CITY may award Extra Work to the CONTRACTOR, or to other forces, at the discretion of the CONTRACT ADMINISTRATOR. New or unforeseen work will be classified as "Extra Work" when the CONTRACT ADMINISTRATOR determines that it is not covered by CONTRACT unit prices. Adjustment in payment for Extra Work shall be performed by agreement between the CONTRACT ADMINISTRATOR and the CONTRACTOR or on a NEGOTIATED PROPOSAL AND ACCEPTANCE basis in accordance with Section 17.00 or on a TIME AND MATERIALS basis in accordance with Section 18.00. City Attorney Approved Version 9/27/17 18 GS1681 16.02 If the CONTRACT ADMINISTRATOR determines that the Extra Work can be performed by CONTRACTOR'S present work force, CONTRACT ADMINISTRATOR may authorize modification of the CONTRACTOR'S Routine Operations Schedule or Annual Calendar in order to compensate CONTRACTOR for performing said work. 16.03 Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 16.04 In the event that CONTRACTOR'S proposal for Extra Work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS Basis. Invoices for EXTRA WORK on a TIME AND MATERIALS basis are subject to CONTRACTOR markup in accordance with the Vendor's Proposed Cost of Services chart. 16.05 When a condition exists which the CONTRACT ADMINISTRATOR deems urgent, the CONTRACT ADMINISTRATOR may verbally authorize the work to be performed upon receiving a verbal estimate from the CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, the CONTRACTOR shall submit a written estimate, consistent with the verbal authorization, to the CONTRACT ADMINISTRATOR for approval. 16.06 All Extra Work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 17.00 NEGOTIATED PROPOSAL AND ACCEPTANCE 17.01 The CITY may award work to the CONTRACTOR, at the discretion of the CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated proposal and acceptance basis as when the CONTRACT ADMINISTRATOR determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for Work shall be performed by negotiated agreement between the CITY and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with the Vendor's Proposed Cost of Services chart. 17.02 Prior to performing any work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 17.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. City Attorney Approved Version 9/27 /17 19 GS1681 18.00 TIME AND MATERIALS 18.01 In the event that the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONTRACTOR'S proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. 18.02 The CONTRACT ADMNISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following rates or percentages as added costs for the markup of all overhead and profits: 1) Labor ....... As Stipulated in Vendor's Proposed Cost of Services chart. 2) Materials ... As Stipulated in Vendor's Proposed Cost of Services chart. 3) Equipment Rental. ...... 15% 4) Other Items and Expenditures .... 15% Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition of the. Labor Surcharge and Equipment Rental Rates published by CAL TRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract." 18.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. City Attorney Approved Version 9/27/17 20 Appendix "B" City of Carlsbad Elevator Maintenance Services Inspection Rating Form Site: Safety Center 7/1 /18 Inspector: M. O'Brien Category Required preventative maintenance tasks reformed Contractor's service logs complete and accurate Contractor performing services on scheduled da Work area is clean, neat and safe Ratin Total Deduction Percent less than 95 Monthl Service Fee Deduction Amount Possi ble Points 25 15 15 GS1681 Date: Previo Rating This us Period Period 22 23 15 92 3 $1,181.04 -$35.43 $1,145.61 NOTES: __________________________ _ City Attorney Approved Version 9/27/17 21 GS1681 APPENDIX "C" CITY OF CARLSBAD ELEVATOR MAINTENANCE SERVICES PREVENTATIVE MAINTENANCE FREQUENCIES AND EQUIPMENT LIST CITY OF CARLSBAD TECHNICAL PUBLICATION PEM566, ELEVATOR MAINTENANCE SERVICES PREVENTATIVE MAINTENANCE FREQUENCIES AND QUALI1Y STANDARDS MAINTENANCE QUALITY STANDARD THEORY APPEARANCE MACHINE ROOMS HOISTWAYS, PITS, CARTOPS CAB ENCLOSURE SAFETY DOOR OPERATION SIGNALS CAR RIDE POWER UNITS CONTROLLERS TASKS FOR ELEVATOR PREVENTATIVE MAINTENANCE SERVICES ON EACH VISIT MONTHLY QUARTERLY ANNUALLY CODE ITEMS AND ADDITTIONAL CODE TESTING City Attorney Approved Version 9/27/17 23 MAINTENANCE QUALITY STANDARDS MAINTENANCE THEORY Quality maintenance includes all the necessary tasks required to keep equipment in a safe and dependable operation. Scheduled routine preventative maintenance on vertical transportation equipment will not only prolong the life of the equipment, but will greatly reduce the overall outlay of financial resources by both the owner and the elevator company. Eventually all equipment will wear out or be replaced by new technology. However, the elevator contractor has a responsibility to maximize the life of the equipment and safety of each passenger. APPEARANCE MACHINE ROOMS: The machine rooms and secondary space floors and equipment are to be painted, kept free of dust, lint, oil residue, carbon dusts and debris. Code authorities prohibit the storage of equipment and parts not relative to the operation and maintenance of the elevators in the machine rooms. Spare elevator parts, lubricants and wiring diagrams will be kept orderly in storage cabinets provided for the job by the elevator contractor. Metal rag pails with covers will be provided for the storage of clean rags only. All waste materials will be removed for the area immediately and disposed of properly. Up to date service charts, callback logs, Fire Service Logs, and Material Data Sheets will be readily accessible. All chemicals must be properly labeled. Equipment room doors shall be self-closing and self-locking, and these rooms shall be kept locked to prevent unauthorized access. HOISlWAY, PIT, AND CAR TOPS: These areas must be kept free of debris and accumulation of storage of materials such as parts, lubricants, etc. Pits shall be maintained in a reasonably dry condition as directed by local code authorities. Oil spills shall be cleaned up immediately or reported to the area supervisor. Water in pit areas shall be documented and reported to the Operations Department and the Area Supervisor. All covers shall be secured in place. Cleaning these areas will be performed in accordance with the contractor's maintenance guide. CAB ENCLOSURE: All covers and accessory boxes shall be secured in place and if lockable, locked at all times. All fastenings and screws will be secured and tightened. Missing screws shall be replaced. Car Operating Panels, Indicators and markings shall be maintained as installed. Defaced components will be reported to the Operations Department and the Area Supervisor. SAFETY Safety awareness is of the utmost importance when working on elevator equipment, not only for the mechanic and the riding public but also the casual observer who may wander into a work area unannounced. Barricades, proper tools and safety equipment will be proved by the elevator contractor to minimize risk of exposure to danger to City Attorney Approved Version 9/27 /17 24 employees and public. Under no circumstances should work be performed in unbarricaded, open hoist ways. If continuous work is performed, hoist way doors should be closed when the immediate area unattended. Strict adherence to the lock out tag out procedure shall be enforced. All safety devices and circuits shall operate as intended. They shall not be overridden and must operate in compliance with applicable codes. Unsafe equipment or conditions will be corrected or reported to the proper personnel immediately. Under no circumstances shall unsafe equipment be put into operation. Periodic c=checks will be performed to ensure proper operation of all safety devices. Lighting in the work areas shall be sufficient so as not to endanger maintenance personnel. Unique or adverse job conditions and deviation for the prevailing codes with respect to the elevator spaces or work areas shall be documented and discussed with the area supervisor and the Operations Department. Environmental conditions must be suitable for the safe operation of equipment by the public and company employees. Adjustments to the operating systems, which may affect the safety of passengers, shall not be made while the passengers have access to riding the elevators. Doors should be disabled and/or barricades affixed to prevent use during adjustment. DOOR OPERATION Doors shall be smooth, quiet and positive without noticeable bumps. Car and hall door rollers and gobs will be replaced and hangar tracks cleaned when required. Up thrusts will be adjusted and door alignment check periodically to ensure proper operation and adherence to code clearance requirements. Consistent operation shall be maintained from floor to floor and with similar cars in a group. The doors will be maintained per the speed, force, and time adjustments specified by the manufacturer or enforced by the local code authority. An annual check of horizontal power operated doors shall be made to ensure that the force necessary to prevent the closing of the doors does not exceed 30 pounds. Particular attention shall be paid to reopening features and safety devices such as door open buttons, safety edges, photocells, detector edges, nudging and other related features, which shall be maintained as installed and checked during each visit to the site. Door pre-opening should be eliminated when possible. Modifications to the existing equipment must be approved by the area supervisor. CAR RIDE The initial car ride is predicated upon the speed control design and its associated acceleration/deceleration patte~n; however, the ride quality must include a condition free of excessive sway and rattle, door shimmy, hoist way noises and unusual conditions experienced within the cab during transit. The car ride should be consistent and where applicable, smooth. Inherent noise generated by elevator equipment maintained within normal limits and corrected accordingly when the noise level exceeds those limits. City Attorney Approved Version 9/27/17 25 Floor levels are a product of the supplied equipment, ambient conditions and usage. Many modern traction systems employ closed loop design and distance measuring devices to precisely track the location of the car to within ¼". Older systems however require continuous monitoring and adjustment. leveling accuracy must be checked each visit and adjustments made to guarantee the optimum floor level. Unusual conditions or intermittent failures should be corrected immediately or reported to the area supervisor. The condition of speed control devices shall be check periodically to ensure proper operation. Under no circumstances shall a car be left running with a potential tripping hazard. POWER UNITS Hydraulic power units will be kept clean and painted for ease of maintenance and housekeeping. leaks shall be properly sealed when detected. Oil levels, valve operation, shall be maintained to ensure safe, reliable operation. All components will be maintained in accordance with the elevator company's guidelines at the prescribed intervals. CONTROLLERS AND OTHER EQUIPMENT Controllers and other operational apparatus will be kept clean, properly lubricated and adjusted as required; relays and contactors shall be kept clean and operating without excessive arc. All electrical connections shall be tight, taped and tagged when not in use. Coils, contacts, relays and resistors showing signs of deterioration shall be repaired or replaced as necessary. Care must be exercised when handling printed circuit boards. Proper grounding is necessary when handling some versions of solid- state boards in stock locally or have access to spares for overnight delivery. All modes, programs and operations such as load weighing, dispatching, etc., shall be maintained as originally intended, engineered, and manufactured. City Attorney Approved Version 9/27/17 26 ROUTINE PREVENTATIVE MAINTENANCE TASKS FOR ELEVATORS INITIAL • Program emergency telephone to direct dial elevator contractors dispatch service. • Install lock box with machine room door key at each elevator machine room doorway. • Place approved "Duty" checklist in the mechanical room. ON EACH VISIT • Check in with the building management. Note and correct all complaints. • Ride all cars and check for unusual operation and noises. Pay particular attention to door operation and leveling. Doors should be smooth quiet and positive, without noticeable bumps. Correct and malfunctions observed. • Replace/repair non-functional signal devices. • Check emergency communications devices. • Check door protection devices. Correct any malfunctions. • Have building management sign service ticket when complete with all work. MONTHLY • Thoroughly clean machine room equipment. Wipe dust from inside and top of control panels. Sweep or mop floor. • Check oil level in reservoir and mark on maintenance schedule. • Check valve, pump and plumbing for oil leaks. Remove accumulation of oil from recovery pans. • Examine drive belts for wear and tension. Visually check sheaves and bushings. • Check starter contacts, overload heaters and connections. • Check main piston packing for leaks and wear. Wipe excess lint from packing head. Recycle the oil recovery device. Check the return lines. CODE ITEM. ASME A17.1 3000(H), Rule 1206.7 City Attorney Approved Version 9/27/17 27 • Test the Fire Service System key switches to determine conformance. • Test elevator car emergency alarm bell and lighting to ensure it is operable as intended. Repair and Replace batteries as needed. • Report findings in Log Book kept in machine room. QUARTERLY • Inspect car door operator. Adjust belts and/or chains as necessary. Lubricate bearings and pivot points. Apply lubricant to phenolic or micarta cams. • Clean car gate switch and main landing door interlock contacts. Adjust as required. Maintain code requirements for settings. • Clean car top and car top devices. • Inspect leveling units. • Clean, adjust and lubricate car and, main landing door hangars and tracks. Check and adjust up thrusts. Inspect door alignment and adjust as required. • Clean. adjust and lubricate car door clutch or bayonet assembly. • Dust debris from mechanism located on hoist way side of car and main landing doors and sills. • Clean pit and pit equipment. Report and abnormal conditions such as the presence of water. • Inspect, clean and lubricate selector tail sheaves if proved. • Lubricate guide rails if slipper shoes are provided. • Pull mainline disconnect switch. Inspect and clean controller. Check power and supervisory relays, shunts and contacts. Operate each relay manually and check for contact wipe and binding. Replace any contact, shunt, spring or spring retainer, which shows indication of excessive wear. Replace controller filters. Check operation of muffin fans if provided. • Clean carbon dust accumulation from crossbars. • Replace carbons, contacts and switches as required. ANNUALlY • Clean hoist way. City Attorney Approved Version 9/27/17 28 • Clean, lubricate and adjust hoist way door equipment. Burnish door interlock contacts and shorting bars. Replace worn parts as necessary. • Check for abrasions or wear on traveling cables. • Inspect cab enclosure steadying devices. • Check and adjust car door pressure and speed. Log on maintenance chart. • Check car and man landing door gibs. Replace if worn. • Tighten mainline connections and check fuse sizing. Replace any fuses that appear damaged or unmarked. • Clean and check controller fuses and fuse holders. Ascertain that the proper fuse is installed. Replace any fuses that appear damaged or unmarked. • Check machine room door's self-closer. Repair as needed. CODE ITEMS AND ADDITTIONAL COPE TESTING • No additional compensation will be made for the following items. The cost to the following items shall be incorporated in the monthly charges for each elevator car location. ASME A17.2, Rules 211.3 through 211.8 3128. In tandem with the City of Carlsbad's vender, test fire and emergency power system to determine conformance. Activate Fireman's Return Provide and replace any faded signage Test Relief Valve Perform Pressure/ Load Test Perform other tests required by local code authorities. 29 City Attorney Approved Version 9/27/17 Item No. 1. 2. 3. 4. 5. 6. 7. 8. GS1681 Appendix "C" (Continued) Locations and Hours of Operations Description and Location Operating Hours COLE LIBRARY M-Th: 9 a.m - 9 p.m. 1250 Carlsbad Village Drive F: 9 a.m. - 5 p.m. S & S: 1 p.m. - 5 p.m. SAFETY CENTER M-F: 7 a.m. -2:30 p.m. 2560 Orion Way FARADAY CENTER M-Th: 7:30 a.m. -5:30 p.m. 1635 Faraday Ave F: 8 a.m. - 5 p.m. DOVE LIBRARY M-Th: 9 a.m - 9 p.m. F: 9 a.m. - 5 p.m. 1775 Dove Lane S & S: 1 p.m. - 5 p.m. SENIOR CENTER M-F: 8 a.m. - 5 p.m. 799 Pine Ave Sat: 9 a.m. - 5 p.m. LIBRARY LEARNING CENTER M-Th: 9 a.m - 9 p.m. 3368 Eureka Place F: 9 a.m. - 5 p.m. Sun: 1 p.m. - 5 p.m. SAFTEY TRAINING CENTER M-F: 7 a.m. -2:30 p.m. 5750 Orion St PINE COMMUNITY CENTER M-F: 8 a.m. -10 p.m. 3209 Harding St S & S: 8 a.m. - 5 p.m. City Attorney Approved Version 9/27/17 30 -~ ASCEN-1 n01n-11: ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE IMMIDD/YYYYI ~ 02/23/2018 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 CONSmUTE 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 pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement A statement on this certificate does not confer rlahts to the certificate holder In lleu of such endorsementls). PRODUCER 925-283-6750 521w.-CT Julie Rector ISU Massie & Beck Ins. Serv. I lit;xi': 925-283-6750 I f~No):925-283-6751 License #0B29340 P.O. Box 1272 . Julle{Ql1sumass1e.com Lafayette, CA 94549-1272 ,.,,.,....,a,51 AFF"'DNNG C~VERAGE NA'"# Dean Slgmundson INSURER A, Great American Ins. Comp. 16691 INSURED Ascent Elevator Services, Inc. INSURER 8 : American Fire&Cas/Llberty Mut 24066 DBA: San Francisco Elevator INSURER c: National Union Fire Insurance 19445 Construction Inc. 6517 Sierra Lane INSURER 0: Cypress Insurance Co. 10855 Dublin, CA 94568 INSURERE: INSURERF: cnv--·"'ES , .... .. -;: r.i, , ..... .,, .... .. ·-r.111u"'"'""· 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. IN~ TYPE OF INSURANCE ,~.,!I~ l!l!~ POLICY NUMBER POUCVEFF POUCYEXP LIMITS A X COMMERaAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMs.MAOE [Kl OCCUR ~t~U9 .. ~ENTED y GLP130331101 12/01/2017 12/01/2018 $ 300,000 - MED EXP CAIW one nersonl s 10,000 .__ PERSONAL & ArN INJURY s 1,000,000 .__ A'L AGGREOOE LIMIT APPLIES PER: GENERAL A'".t::Rl'~ATE s 4,000,000 POLICY X ~B= D LOC PRnl'lJCTS. r,nMP/OP AGG s 4,000,000 OTHER: Max.Aggr. s 10,000,000 B ~TOMCBILE UABIUTY rc,~~~.~INGLE LIMIT s 1,000,000 X ANY AUTO BAA56397321 03101/2018 03/01/2019 BOOIL Y INJURY /Per ~An, s -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY IPer accident} S X ~!Wffi; ONLY X ~ar~~Ni~ ~~Je~~AGE s x $500Comp& x $1000 Coll s C UMBRELLA UAB ~ OCCUR EACH OCCURRENCE $ 5,000,000 -EBU028420806 12/01/2017 12/01/2018 X EXCESSUAB CLAIMS-MADE AGGREGATE s 5,000,000 OED I I RETENTION s s D WORKERS COMPENSAltON XI ~frrm= I I RJH-AND EMPLOYERS" UASIUTY ANY PROPRIETORIPARlNERIEXECUTIVE o y ASWC920804 03/01/2018 03/01/2019 E.L. EACH ACaDENT s 1,000,000 8ltl~ERIM~Wifl EXCLUDEO? NIA 1,000,000 an atory n I E.L. DISEASE• EA EMPLOYEE S ~i:~~~'fJ~ ~gPERATIONS below E.L. DISEASE • ""' Irv LIMIT s 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarb Schedule, may be attached If mtmt spaoe la 111qulredl Re Job: City of Carlsbad, various locations. The City of Carlsbad, Its officials, employees and volunteers are Included as Additional Insured re,.f.ardlng General Liability as per the attached endorsementCoverage is P mary and Non-Contributo~. Waiver of Subrogation applies to Workers' Compensation. 30 day cance atlon notice, except 10 days for the non-payment CITYCAR City of Carisbad/CMWD c/o EXIGIS Insurance Compliance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEUED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, P .0. Box 4668-ECM#35050 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / ,/ NOTEPAD: HOLDER CODE CITY CAR INSURED'S NAME Ascent Elevator Services, Inc. of premium app1ies. (E,P,W) ASCEN-1 OP ID:JR PAGE 2 Date 02/23/2018 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC9904108 (Ed. 9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA BLANKET BASIS 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 organizaUon named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires yo(! to obtain this agreement from us.) The additional premium for this endorsement shall be 2% of the total manual premium otherwise due on such remuneration. The minimum premium for this endorsement is $350. This agreement shall not operate directly or Indirectly to benefit anyone not named in the Schedule. BLANKET WAIVER Person/Organization Job Description All CA Operations SCHEDULE Blanket Waiver -Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Waiver Premium This endorsement changes the policy to which It is attached and is el'fective on the date issued unless other.vi~ stated. (The lnfonnation below Is required only when this endorsement Is laaued subsequent to preparation d the policy.) Endorsement Effective 03/01/201 B Insured Insurance Company Cypress Insurance Company WC9904108 (Ed. 9-14) Policy No. ASWC920804 Endorsement No. Premium$ Countersigned by _____________ _