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HomeMy WebLinkAboutCPR1; 2014-05-08; PEM1083AMENDMENT NO. 3 TO AMEND AGREEMENT FOR PUBLIC ACCESS AED PROGRAM MANAGEMENT SERVICES CPR1 PEM1083 This Amendment No. 3 is entered into and effective as of the rJJj+:1. day of ---J-!-,I....IC.;:;.~------' 2018, amending the agreement dated May 8, 2014, (the "Agreement") b and between the City of Carlsbad, a municipal corporation, ("City"), and CPR1, a limited liability corporation, ("Contractor") (collectively, the "Parties") for Public Access AED Program Management Services. RECITALS A. On April 21, 2016, the Parties executed Amendment No. 1 to amend and extend the Agreement; and B. On May 1, 2017, the Parties executed Amendment No. 2 to extend and fund the Agreement for an additional two (2) years ending May 7, 2019. C. The Parties desire to alter the Agreement's scope of work to add three (3) additional units to the comprehensive monitoring services; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed sixteen thousand seven hundred ninety-six dollars and sixteen cents ($16,796.16). 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 one thousand three hundred ninety-nine dollars and sixty-eight cents ($1,399.68). 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 May 7, 2019. 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 the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /II City Attorney Approved Version 1/30/13 PEM1083 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CPR1, a limited liability corporation (sign here) [!;,~}Aµ ~r'½QP'i)I.) I p~JDENT (print name/title) By: t::.·· /} I ,J. H ~~--(sign here) Z-,f;zq fulh Gr"r.lJon /Sc~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: /41/>C? - Elaine Lukey / P~orks Direct 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:_~-------- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 PEM1083 EXHIBIT "A" SCOPE OF SERVICES AND FEE With this Amendment, three (3) additional Comprehensive Monitoring Service is added to include the third AED Unit (mobile) at the City of Carlsbad's Safety Center, located at 2560 Orion Way, and two new AED units at the City of Carlsbad Pine Community Center, located at 3209 Harding Street, Carlsbad, California. This amendment increases the number of units monitored by CPR1 by three (3), bringing the total monitored units in this Agreement to thirty-six (36) defibrillators. All Comprehensive Monitoring and service responsibilities previously established within this Agreement will apply to the additional AED defibrillator units added with this Amendment. JOB QUOTATION ITEM UNIT QTY DESCRIPTION PRICE NO. 1 $38.88/mo. 3 Monthly AED Total Solutions $116.64/mo. COMPREHENSIVE Monitoring (1 Mobile Unit at Safety Center; and 2 Mobile Units at Pine Community Center) Amendment No. 3 Annual Total $1,399.68/yr. Updated Annual Agreement Total $16, 796.16/yr. City Attorney Approved Version 1 /30/13 3 CPR1000-01 JJURGENS ACORD. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 05/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ij~~!~CT Western Elite Insurance Solutions Fll8,N,t Ext): (916) 259-6900 I FAX 140 Diamond Creek Place (A/C, No):(866) 206-8646 E-MAIL Roseville, CA 95747 ADDRESS: INSURER/SI AFFORDING COVERAGE NAIC# INSURER A: Llovds of London INSURED INSURER B: AmGuard Insurance Co CPR1 INSURER c: State Comoensation Insurance Fund 3652 Ocean Ranch Blvd. INSURERD: Oceanside, CA 92056 INSURERE: INSURER F: 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 \NHICH 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~f: TYPE OF INSURANCE ADDL :w.,~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS INSD IMM/DD/YYYYI rM···-- A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED 250,000 X MSG00315967 08/01/2017 08/01/2018 PREMISES /Ea occurrence\ $ MEO EXP (Anv one person) $ 5,000 - PERSONAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 ~ POLICY O j'f8f O LOC PRODUCTS -COMP/OP AGG $ Included OTHER: $ B . A_l!_TOMOBILE LIABILITY COMBINED SINGLE LIMIT /Ea accident\ $ 1,000,000 ANY AUTO CPAU914491 05/15/2018 05/15/2019 BODILY INJURY (Per person\ $ --O'M'JED SCHEDULED AUTOS ONLY X AUTOS BODILY INJURY /Per accident) $ -- rp~9~gd~it~AMAGE HIRED ~8f~~T_~ $ -AUTOS ONLY - $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ C WORKERS COMPENSATION I PER I I OTH-AND EMPLOYERS' LIABILITY STATUTE ER YIN X 9107825-17 08/01/2017 08/01/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ ~m:~rt-ITt~ ~:~PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Professional Liab MSG00315967 08/01/2017 08/01/2018 Each Claim 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, md be attached If more space Is re1ulred) RE: City of Carlsbad's Safety Center locarted at 2560 Orion Way and City of Carlsba Pine Community Center coated at 3209 Harding Street, Carlsbad, CA City of Carlsbad, its officials, employees, and volunteers; City of Carlsbad's Safety Center and City of Carlsbad Pine Community Center, is named as an Additional Insured with respects to General Liability per the attached endorsement form number MCA85101213CA. waiver of subrogation applies to workers compensation per the ataached endorsement form number CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. c/o EXIGIS Insurance Compliance Services P.O. Box 4668 -ECM #35050 New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE I ~~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I A&M ADDITIONAL INSURED ENDORSEMENT ATTACHING TO POLICY NUMBER: THE INSURED: WITH EFFECT FROM: MSG00315967 CPR1 LLC 01 Aug 2017 It is understood and agreed that the following CONDITION is added to this Policy: Additional Insureds We will indemnify any third party under this Policy as If they were you, but only In respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of any clalm arising solely out of an act, error or omission committed by you or on your behalf, provided that had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any third party, they must prove to us that the claim arose solely out of an act, error or omission committed by you or on your behalf and fully comply with CONDITION 1 as if they were you. When this CONDITION applies, it will be primary and non-contributory to the third party's own insurance but only If you and the third party have entered into a contract that contains a provision requiring this. \Nhilst the third party is indemnified under this Policy, any claim made by the third party against you will be treated by us as if they were a third party and not as a named insured. In consideration of this Endorsement an additional premium of USD250.00 is due from you. SUBJECT OTHERWISE TO THE TERMS AND CONDITIONS OF THE POLICY Authorised Signatory Authorised Signatory CFC Under.llliting Ltd CFC UndeM'liting Ltd CFC Under.Hi/mg Ltd rs Authorized and Regulated by the Fmanc1al Conduct Autllonty A&M 2. with the advice ziven by such authorities. If any of your computer or ancillary equipment is lost or stolen while it is temporarily removed from your premises, we will not make any payment unless you report the loss to the police within -48 hours after you become aware of It. Continuous cover If you have ne&fected, through error or oversight only, to report a claim made against you during the period of a previous renewal of this Policy issued to you by us, then provided that you have maintained uninterrupted insurance of the same type with us since the expiry of that earlier Policy, then, notwithstanding EXCLUSION I 0, we will permit the matter to be reported under this Policy and will Indemnify you, provided that: a) the indemnity will be subject to the applicable aggregate limit of liability or limit of liability of the earlier Policy under which the matter should have been reported or the a11regate limit of liability or limit of liability of the current Policy, whichever Is the lower; b) we may reduce the Indemnity entitlement by the monetary equivalent of any prejudice which has been suffered as a result of the delayed notification; c) the indemnity will be subject in addition, to all of the terms, CONDITIONS, DEFINITIONS and EXCLUSIONS, other than the aure1ate limit of liability or limit of liability, contained in this current Policy. 3. Fraudulent claims If you notify us of any claim knowing that claim to be false or fraudulent In any way, we shall have no responsibility to pay that claim or any other claims under this insurance and the Policy will be treated as if it had not been effected. '4. A,reement to pay claims We have the right and duty to take control of and conduct in your name the investiption settlement or defence of any claim. We shall also pay on your behalf costs and expenses incurred with our prior written consent (subject to the limits of Liability and applicable Deductible shown In the Declarations) provided that we shall not a) pay for the costs and expenses of any part of a claim that is not covered by this Policy; b) Incur any costs and expenses in the defence of any claim unless there Is a reasonable prospect of success, taking into account the commercial considerations of the costs of defence. We shall always endeavour to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and shall pay on your behalf the amount so agreed by us and the claimant. If we cannot settle by such means, we shall pay the amount which you are found liable to pay either in court or throuah arbitration proceedings, subject always to the Limit of Liability shown in the Declarations. If you refuse to consent to a settlement that we recommend and that the claimant will accept, you must then defend, investii:ate or settle the claim at your own expense. As a consequence of your refusal, our liability for any claim shall not be more than the amount that we could have settled the claim had you consented, plus any costs and expenses incurred prior to the date of such refusal. 5. Innocent non-disclosure We will not seek to avoid the Policy or reject any claim on the grounds of non-disclosure or misrepresentation except where the non-disclosure or misrepresentation was reckless or fraudulent or you failed to conduct a full enquiry prior to providing the information that forms the basis of this insurance. In the event that we seek to avoid the Policy or reject any claim on this basis the burden of proving otherwise rests solely with you. 6. Your duty to advise us of changes If you become aware that any of the information that you have given us in the Application Form or elsewhere in connection with your application for this insurance has materially changed then you must advise us as soon as Is practicable. In this event, we reserve the right to amend the terms, conditions or premium of the Policy. 7. Risk management conditions If we attach any additional conditions to your Policy regarding any risk survey or risk management timetable or any other similar conditions then it is your responsibility to ensure that these conditions are compiled with by the deadlines shown in the conditions. 8. Our rights of recovery 9. If any payment is made under this Policy in respect of a claim, loss or damage and there is available to us any of your rights of recovery against any other party then we maintain all such rights of recovery. We shall not exercise these rights against any past, present or future employee, director, officer or partner of the company named as the Insured in the Declarations or any subsidiary, unless such payment is in respect of any wilful, malicious or dishonest acts or omissions. You must do nothing to Impair any rights of recovery. At our request you will bring proceedings or transfer those rights to us and help us to enforce them. Any recoveries shall be applied as follows: a) first, to us up to the amount of our payment on your behalf including costs and expenses; b) then to you as recovery of your Deductible or other amounts paid as compensation or costs and expenses. Notwithstanding CONDITION I above we agree to waive our rizhts of subrogation a,:ainst a responsible third party client of yours but only if you and your client have entered into a contract that contains a provision requiring us to do this. I 0. Cancellation This Policy may be cancelled: a) by you at any time on request; or b) by us if we give you 30 (thirty) days written notice, or c) by us if we give you 15 (fifteen) days written notice, should any amount in default not be paid within 15 (fifteen) days of the due date shown In the Debit Note that accompanies this Policy. If you give us notice of cancellation in accordance with a) above, the earned Premium shall be computed at pro rata to the number of days that the Policy is in effect subject to a minimum amount of thirty percent (30%) of the Premium. If we give you notice of cancellation in accordance with b) or c) above, the Premium shall be computed at pro rata to the number of days that the Policy is in effect. The Policy Administration Fee shall be deemed fully earned upon inception of the Policy. I I . Prior subsidiaries Should an entity cease to be a subsidiary after the Inception Date of this Policy, cover in respect of such entity shall continue as if it was still a subsidiary, until the termination of this Policy, but only in respect of any claim or loss that arises out of any act, error or omission committed by that entity prior to the date that it ceased to be a subsidiary. 12. Mergers and acquisitions During the period of the policy, if the company named as the Insured in the Declarations or any subsidiary: a) purchases assets or acquires liabilities from another entity in an amount greater than I 0% of the assets of the company named as the Insured In the Declarations as listed in its most recent financial statement; or b) acquires another entity whose annual revenues are more than I 0% of the annual revenues of the company named as the Insured in the Declarations for their last completed financial year; then you shall have no coverage under this Policy for any claim, loss or damage that arises directly or indirectly out of the CFC Underwriting L111111ed 1s Au tho, ,zed and Rrgulated by 11,e F,nanoa/ Conduct Autl,ority 'l I 999-2013 CFC Undcrwnt111g Ltd. All Rights Reserved CFC A&A1 CMB US VJ 2 10 STATE IN)()RIEl•rn-AGl""FlYBff BIVD 0, SUBIIOG&TIOlr BLBD'I' DIIS BROKER COPY t r.:_,-.,,1PEN~,1....T ,;_)I'\. I "~ U ;:.-f A "-., ~ !::: FUNO 9107825-17 mliiiALi HOllliOFFICE UN RIINCISCO Di'&Ci'1VII: .IDGllft 1, 2017 AT 12.01 &.II. ALLIRIECTM DATES.ME .&IID DPIRI-AUGUST 1, 2018 A'f 12.01 A.II. AT 12:01 All PACIFIC STMIIWD T'IIIE OR TIE TIIE NJICATED AT PACFIC n'ANDIARD TaE CPRl, Ll,C 3s1, BAGI.ft •T an 120 OCUMIJDB, CA 9205& 11K BA.VB TBB I.IGI.T TO I.BCOVD OIJl PATJIBIIIS Rf»! AIITORB LlilLB FOi M IJIJUI.J COVEUD BY TBIS POLICY. D NILL ltOT DP'OaCB ODll I.IGBT AGADST TBB PEISOJI OI OIGAIJIZ&l'IOII lWIED D TIIK SCBEDUL:I. TRIS AGIIIDIQ'J .APPLIES OJILI TO 1'BB Dl'IIIT TIIA.T TOD PEIPOBJI IIOll. 1JBDII. A WI.ITTD COftlACT !BAT UQUDBS YOU TO OBTAD TBIS AGIJtlllD'I ftOII US. TBE AmITIOIW. PI.BXIUK JOI. 'l'BIS BIIDOKSIIIIIIT SIIALL U 21001 OF TB TOTAL POLICY PUBIDK. PDSOII QI. OllGaUIUATIOR ill' PD.SOIi' OR OIGOlliTIOR FOi IIBOJl tllB JWIBD DSUUD BAS AGRIID •Y •ITI'Bll COIDACT TO PDIIIISB THIS IIAITBI BLAJID'l' WAI'fD OP SUII.OG&TIOK ... NCfflllNGI IN TIii WIIIIHIIJIT CONTAINED llfALL • tEI.D TO YAIW. ALTIII, WAIVE OR IEIC:I _, Mf OF '1111 Tl!!..._ CCNIITIONI, ACFEF'Fllffll. OR LIMITATIONS OF TIii POLICY ona THAN M ITAT&a. NOTHING EUIEWIERE • .. nu POLICY SHAU. • --, • HB..D TO VAIIY', ALTER., WAIVE OR UMIT 11m TElmS. CONDITIONI. AGIEEIIENl'S GR UMITATIONI OF THIS FNDCJIIIBIBT. JULI' ,, 2017 /LJ/~ PfESIDENT AN> CEO 1 0, 2572 GLD IP 117 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC ACCESS AED PROGRAM MANAGEMENT SERVICES CPR 1 PEM1083 dment No. 2 is entered into and effective as of the _ft._ day of --4-&.....t..U.""---f<--------' 2017, extending and amending the agreement dated May 8, 2014, (the" greement") by and between the City of Carlsbad, a municipal corporation, ("City"), and CPR1, a limited liability company, ("Contractor") (collectively, the "Parties") for professional service of an automated external defibrillator maintenance provider that is experienced in public access AED program management. RECITALS A. On April 21, 2016, the Parties executed Amendment No. 1 to amend and extend the Agreement; and B. The Parties desire to extend and fund the Agreement for an additional two (2) years ending May 7, 2019. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of two (2) years ending on May 7, 2019, on a time and materials basis not to exceed fifteen thousand three hundred ninety six dollars forty eight cents ($15,396.48) per Agreement year. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 PEM1083 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CPR1, a limited liability company By: ~ ::i&J.;_. (sign here) (prlnt name/title) By: u~~ (sign here) E\\ t.c---.\:».:.fu ~v '-'.~<\cd\ / S«.c" t.:\cc....xu, (print name/title) ./ CITY OF CARLSBAD, a municipal corporation of the State of California By: Elaine Luke Public Works Director as authorized by the City Manager If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation mY!! 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: -------'~~~a:.t.a.'L..::r..&.~~~r,....£-­ Deputy City Attorney City Attorney Approved Version 1/30113 2 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PUBLIC ACCESS AED PROGRAM MANAGEMENT SERVICES (CPR1) PEM1083 This Amendment No. 1 is entered into and effective as of the 02. I S C day of 4J?rw , 2016, extending and amending the agreement dated May 8, 2014 (the ':A.greement") by and between the C1ty of Carlsbad, a mumc1pal corporation, ("C1ty"), and CPR1, a limited liability company, ("Contractor") (collectively, the "Parties") for AED (automated external defibrillator) maintenance of city owned AED equipment. RECITALS A. The Parties desire to alter the Agreement's scope of work to increase the monitoring services provided by CPR1 and desire to extend and fund the Agreement for an additional year; and 13. The Parties desire to extend the Agreement for a period of one ( 1) year; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total one ( 1) year Agreement amount shall not exceed thirty thousand dollars ($30,000). 2. City will pay Contractor for all work associated with this this agreement and as described in Exhibit "A" on a time and materials basis not-to-exceed fifteen thousand three hundred ninety six dollars and forty eight cents ($15,396.48). 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 as described in Exhibit "A" by May 7, 2017. 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 the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill City Attorney Approved Version 1/30/13 PEM1083 6.. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CPR1, a limited liability company (sign here) J3il...IAN 6-R~bDi!/11 jpR~IDeNT (print name/title) By: (sign here) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: I F'ublic Works Director If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney /j/~ BY:~~ --~Dre=pu~t~y=C~it-y~A~tt~or=n=e~y~~---- City Attorney Approved Version 1/30/13 2 PEM1083 EXHIBIT "A" SCOPE OF SERVICES AND FEE Four Additional AED Units at Alga Norte: This amendment includes the addition of four AED devices at Alga Norte Community Center located at 6565 Alicante Rd, Carlsbad, CA 92009. All four units are AED TSPed Units with Physician Prescription for all AED's within Program; Written Policies and Procedures; Assigned AED Total Solutions Specialist; AED Total Solutions Web Portal (AED Tracking -Site, Location, Serial Number: Battery/Electrode Tracking; Documented inspections histories; CPR/AED Certification Tracking; Automated email notifications and alerts (30 day Battery and or Electrode Expiration notifications; Immediate notification alerts for failed AED inspections; Monthly inspections email reminders); Replacement of AED Batteries and Adult/Pedi Electrodes; Software updates and configurations as needed; State/Local AED Registration as required; Site assessment evaluation; Liability and Safety Consultation; Post Event Services (Data Download -ECG; AED Inspections: Supply Replenishment -Battery, Electrodes, CPR Kits, Post event coordination and Physician Review). Devices wall mounted in the following locations: First Aide Room, Ballfield Concession, Training Room, and Skatepark Restroom Block House. These additional AED devices bring the total units monitored by CPR1 to thirty-three (33) units. Comprehensive Monthly Monitoring: Upgraded services provided by CPR1 per this amendment to include a comprehensive on-site monthly physical AED inspections by CPR1 personnel. All monitoring and maintenance services previously provided by CPR1 (as agreed upon) will continue. The City of Carlsbad staff liaison responsibilities will cease with this amendment as this role and responsibilities will be conducted henceforth by CPR1 personnel (including but not limited to, AED testing and status reporting, battery replacement, and replacement of all AED supplies). Item 1 -Pricing/Billing Change: This amendment will change agreement from a two-year pricing to a monthly service pricing of $38.88 per unit (includes tax) or $1,283.04 per month for all 33 units ($15,396.48/year). JOB QUOTATION ITEM UNIT QTY DESCRIPTION PRICE NO. 1 $38.88 33 Monthly AED Total Solutions COMPREHENSIVE $1 ,283.04/mo. Monitoring Monthly Total $1,283.04 Yearly Total $15,396.48 *Includes taxes, fees, expenses and all other costs. City Attorney Approved Version 1/30/13 3 PEM1083 AGREEMENT FOR PUBLIC ACCESS AED PROGRAM MANAGEMENT SERVICES (CPR1) THIS AGREEMENT is made and entered into as of the ~ / # day of ~-+-""-+-~-------::-:::-~· 2014, by and between the CITY OF CARLSBAD, a municipal rati , ("City"), and CPR1, a limited liability company ("Contractor"). RECITALS A. City requires the professional services of an AED (automated external defibrillator) maintenance provider that is experienced in public access AED program management with existing city owned AED equipment. B. Contractor has the necessary experience in providing professional services and advice related to AED. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional two (2) year periods or parts thereof in an amount not to exceed fourteen thousand six hundred seventeen dollars ($14,617) per Agreement 2 year period. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fourteen thousand six hundred seventeen dollars ($14,617). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (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". City Attorney Approved Version 1/30/13 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus City Attorney Approved Version 1/30/13 2 line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A: X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless 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. 1 0.1.1 Commercial General Liabilitv Insurance. $1 ,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liabilitv. (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. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liabilitv. 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. City's Initials Contractor's Initials 0 If box is checked, Professional Liability Insurance requirement is waived. 1 0.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain City Attorney Approved Version 1/30/13 3 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv Name Jesse Zunke Title Public Works Supervisor Department Public Works -PEM City of Carlsbad Address 405 Oak Avenue Carlsbad CA 92008 Phone No. 760 434 2992 For Contractor Name Brian Graddon Title President Address 5003 Bella Colina Street Carlsbad, CA 92008-7314 Phone No. 619 889 9957 Email brian@cpr1.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. City Attorney Approved Version 1/30/13 4 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 5 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill City Attorney Approved Version 1/30/13 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CPR1, a limited liability company By: ~ ~·~ ~-z--- (sign here) Brian Graddon I President (print name/title) By:2~ ~ (sign;;- Elizabeth Graddon I Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California nag r or Mayor or Div~ 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 City Attorney Approved Version 1/30/13 7 EXHIBIT "A" SCOPE OF SERVICES Provide program management to the City of Carlsbad for their Public Access Defibrillation (PAD) program. The city has 29 known AEDs and it is anticipated additional AEDs will become supported by this contract during the year with the addition of new facilities. Program management includes the following: • Physician provided medical oversight and direction: Physician prescription for all AEDs within program • Written policies and procedures • Assigned AED total solution specialist • Within CPRI 's web portal, and viewable to the City of Carlsbad, CPRl has general written policies and procedures for your AED program that fulfill the California requirement for written policies and procedures to be in place, including how to respond in case of an emergency. • CPRl will provide a quick reference brochure that will be placed in a prominent position in every AED cabinet throughout the city. These give simple, practical, step-by-step instructions on what to do in a cardiac arrest situation, designed for use in the moment AED total solution web portal: • AED Tracking-site, location, and serial number • Documented inspection histories • CPR/ AED Certification Tracking • Automated email notifications and alerts • 30 day battery and electrode notifications • Battery and Electrode Tracking • 30 day training certification expiration notifications • Immediate notification alerts for failed AED inspections • Monthly inspection email reminders • Software updates and configuration as needed • State/Local AED registration as required • Site assessment evaluation as required • Liability and safety consultation as required • Post event services (data download-ECG, AED inspection, supply replacement-battery, electrodes, CPR kits, post event coordination, and physician review) • Replacement of AED batteries and adult/pedi electrodes • As part of the total contract price, any replacement pads, batteries, and cabinet batteries will be included free of any additional charge, including expired supplies or supplies used during an emergency, for the life of enrollment in the program. Description Qty Rate Total Annual AED total solution with Pediatric 29 $470.00 $13,630.00 10% Discount-2 Year Pricing -10.00% $1363.00 TOTAL $14,617.00 City Attorney Approved Version 1/30/13 8