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HomeMy WebLinkAboutFreedom Foreseen dba Freedom Window Cleaning; 2015-03-27; PEM1191 PEM1191 City Attorney Approved Version 1/30/13 1 AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR WINDOW CLEANING AND SKYLIGHT CLEANING SERVICES FREEDOM FORESEEN dba FREEDOM WINDOW CLEANING This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2019, extending and amending the agreement dated March 27, 2015 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Freedom Foreseen dba Freedom Window Cleaning, a Californian corporation, (“Contractor") (collectively, the “Parties”) for window cleaning and skylight cleaning services. RECITALS A. On March 14, 2017, the Parties executed Amendment No. 1 to the Agreement to provide additional window cleaning and skylight cleaning services; and B. The Parties desire to alter the Agreement’s scope of work to add the Pine Community Center location to the Agreement; and C. The Parties desire to extend and fund the Agreement for a period of two (2) years; 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, the Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed sixty-nine thousand six hundred ninety-eight dollars ($69,698) per two (2) year Agreement term. 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 thirty-four thousand eight hundred forty- nine dollars ($34,849) 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 described in Exhibit “A” by March 26, 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 the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 5FF5A192-C3A4-49D0-AB61-4C6585B48755 March 18th PEM1191 City Attorney Approved Version 1/30/13 2 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: FREEDOM FORESEEN dba FREEDOM WINDOW CLEANING, a Californian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Public Works Director as authorized by the City Manager Kolan J. Hairston / President, CFO (print name/title) By: (sign here) Lupe Hairston / Secretary (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: 5FF5A192-C3A4-49D0-AB61-4C6585B48755 PEM1191 City Attorney Approved Version 1/30/13 3 Exhibit “A” SCOPE OF FEE SERVICES This Amendment adds the Pine Community Center, located at 3209 Harding St., Carlsbad, CA 92008 to the Facility Inventory Pricing List and affirms the window cleaning services at this location by Freedom Foreseen. All services previously established with this Agreement are included for this location. FACILITY INVENTORY PRICING LIST (ADDITIONAL LOCATION) Exterior Location Approved Work Days Approved Hours Minimum Required Cleaning Price Per Cleaning Projected Annual Cleaning Pine Community Center 3209 Harding St. Sun-Sat (7) 7 a.m. to 5 p.m. Semi-Annual $388 $776 Interior Location Approved Work Days Approved Hours Minimum Required Cleaning Price Per Cleaning Projected Annual Cleaning Pine Community Center 3209 Harding St. Sun-Sat (7) 7 a.m. to 5 p.m. Annual $208 $208 Amendment Annual Increase $984 Adjusted Annual Agreement Total $34,849 DocuSign Envelope ID: 5FF5A192-C3A4-49D0-AB61-4C6585B48755 INSR ADDL SUBRLTRINSR WVD DATE (MM/DD/YYYY) 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) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Ohio Security Insurance Company 3/12/2019 Marsh & McLennan Agency LLC Marsh & McLennan Ins. Agency LLC PO Box 85638; CA Lic #0H18131 San Diego, CA 92186 Shelley self 858-750-4551 858-452-7530 Shelly.Self@marshmma.com Freedom Foreseen Inc. dba Freedom Window Cleaning PO BOX 131713 CARLSBAD, CA 92013 24082 A X X X X BKS1957499811 08/16/2018 08/16/2019 1,000,000 500,000 15,000 1,000,000 2,000,000 2,000,000 A X X X BAS57499811 08/16/2018 08/16/2019 1,000,000 A Property BKS1957499811 08/16/2018 08/16/2019 BPP.: $21,218 Ded.: $500 BI/EE.: $51,000 City of Carlsbad is included as an additional insured on General Liability policy per the attached endorsement. 30 days notice of cancellation applies. This certificate supersedes previously issued certificate. City of Carlsbad/CMWD 1635 Faraday Avenue Carlsbad, CA 92008 1 of 1#S4042834/M3605190 FREEDFORESClient#: 425696 WXSQM1 of 1#S4042834/M3605190 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 1 of 8 INSURED: POLICY #:POLICY PERIOD: TO COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Freedom Foreseen Inc. BKS1957499811 08/16/2018 08/16/2019 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 2 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1.It is not owned by any insured; 2.It is hired, chartered or loaned with a trained paid crew; 3.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4.It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b)Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY - ELEVATORS 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2.The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1.Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a.The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 3 of 8 b.The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c.through n.do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. 2.Paragraph 6.under Section III - Limits Of Insurance is replaced by the following: 6.Subject to Paragraph 5.above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a.Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b.Contents that you rent or lease as part of a premises rental or lease agreement. 3.As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU Property Damage) - Paragraph 9.a.of Definitions is replaced with the following: 9.a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b)of Paragraph a.is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1.Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b.Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2.Paragraph 1.d. is replaced by the following: d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1.Paragraph 2.under Section II - Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a.Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 4 of 8 b.Premises or facilities rented by you or used by you; or c.The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d.Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b)The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. 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 insur- ance 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. With respect to Paragraph 1.a.above, a or status as an additional insured under this endorsement ends when: (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 (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. With respect to Paragraph 1.b. above, a or status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c.above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 5 of 8 2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a."Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b."Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily injury" or "property damage" occurs. c."Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d."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 (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. e.Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3.With respect to the insurance afforded to these additional insureds, the following is added to Section III - 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: a.Required by the contract or agreement; or b.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 Declaratio ns. H. 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 amend- ed as follows: a.The following is added to Paragraph a. Primary Insurance: If an additional policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional policy for damages we cover. 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 6 of 8 b.The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1.The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a.Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b.Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c.Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d.We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2.The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 7 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J.is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II - Who Is An Insured is replaced by the following: 3.Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b.Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c.Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d.Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an agent, servant or "employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1.of Section II - Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3.is replaced by the following: 3."Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. 2013Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc.,with its permission.CG 88 10 04 13 Page 8 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a.of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1.You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2.The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. A~c~RL#CERTIFICATE OF LIABILITY INSURANCE 3ATE 27/2018YYY 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 SUBROGRATION 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 Willis Towers Watson CONTACT NAME: San Diego 12980 Metcalf Ave Suite 500 PHONE (A/C, No Ext): (858) 314-1100 1FAX (A/C, NO): (360) 828-0699_ Overland Park KS 66213 EMAIL ADDRESS: EIke.Wohlgemuth@bbsihq.cori ___________ ________INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: LACE American insurance Company 22667 IN UEINS R RBNSURED_________________________________INSURER_______ ___________________________________B:__________ Barrett Business Services, Inc. LiC/F INSURER C: _____________________ ____________ FREEDOM FORSEEN DBA FREEDOM WINDOW INSURER D: _________________ __________ CLEANING INSURER E: _________________ __________ 2420 GRAND AVE STE D-2 INSURER F: _________________ __________ VISTA, CA 92081kI 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. NOTWNITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUES OR MAY PERTAIN. THE INSURANCE AFFORDED By THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MMIDD/YYYY) (MMIDDJYYYY) GENERAL LIABILITY EACH OCCURRENCE $ COMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Eaoccurence) $ CLIM-MDE0 CCRMED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER:______________ POLICY [_] PROJ- [-LOC PRODUCTS -COM P/OP AGG $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED AUTOS F71SCHEDULED AUTOS BODILY INJURY (Per person) $ H IRED AUTOS NON-OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ I- $ UMBRELLA LIAB " OCCUR EACH OCCURRENCE $ EXCESS LIABF_ : OCCUR AGGREGATE $ BED [ EENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' RWC 04/01/18 04/01/2019 ~ 1 WC SATU IT1TH-LIABILITY Y/N C65180960 TO IM!IT EJR ANY PROPRIETOR/PARTNER/ EXECUTIVE YE.L. EACH ACCIDENT L$2,000,000 OFFCEJMEBE ECLUEDE / Covered states: E.L. DISEASE -EA EMPLOYEE $2,000,000 (Mandatory In NH) If yea, describe under CA ________ DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101. Additional Remarks Schedule, if more space is required) In the event of any payment under this policy for a Loss for which the named insured has waived the right of recovery in a written contract entered into prior to the Loss, insurer hereby agrees to also waive our right of recovery but only with respect to such Loss. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THECity of Carlsbad/CMWD dto EXIGIS Insurance Compliance EXPIRATION DATA THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE Services POLICY PROVISIONS. P.O. Box 4668 -ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10 163-4668 Authorized RepASAL c) 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD. AGENCY CUSTOMER ID: _____________ LOC: #_________________ AC"ZR" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED: Barrett Business Services, Inc. LIC/F Arrowhead General Insurance Agency FREEDOM FORSEEN OBA FREEDOM WINDOW CLEANING POLICY NUMBER 2420 GRAND AVE ,STE D-2.VISTA, CA 92081 RWC C65180960 ACE American Insurance Company 22667 EFFECTIVE DATE: 04/01/18 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (01/1 4) CERTIFICATE HOLDER: City of carlsbad/CMWD c/o EXIGIS Insurance Compliance Services ADDRESS: P.O. Box 4668 -ECM #35050 New York NY 10163-4668 Agreement Number : GS1622 Agreement Name : STC Pressure Washing Services. 30 day notice of cancellation will be provided when possible. ACORD 101 (2008/01) c) 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD. Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number BARRETT BUSINESS SERVICES, INC. LJ/F FREEDOM FORSEEN DBA FREEDOM WINDOW CLEANING Policy Number 8100 NE PARKWAY DRIVE, STE. 200 VANCOUVER WA 98662 Symbol: RWC Number: C65180960 _____________________________________________Effective Date of Endorsement 04-01-2018 TO 04-01-2019 04-01-2018 Issued By (Name of Insurance Company) ACE AMERICAN INSURANCE COMPANY Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( )Specific Waiver Name of person or organization: (X) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: ALL CALIFORNIA OPERATIONS 3. Premium: The premium charge for this endorsement shall be 2 .0 percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: $0 Authorized Agent WC 99 03 22 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR CLEANING SERVICES FREEDOM FORESEEN dba FREEDOM WINDOW CLEANING PEM1191 01\Mcilhis Amendment No. 1 is entered into and effective as at the \L)"\ll day of / , 2017, amending the agreement dated March 27,2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Freedom Foreseen dba Freedom Window Cleaning, a Californian corporation, ("Contractor") (collectively, the "Parties") for window cleaning and skylight cleaning services. RECITALS A. The Parties desire to alter the Agreement's compensation to increase the total fee payable for the Services to be performed during the initial Agreement from sixty thousand dollars ($60,000) per two year Agreement term to sixty seven thousand seven hundred thirty dollars ($67,730) per two year Agreement term, increasing the not-to-exceed amount of thirty thousand ($30,000) per Agreement year, to a not-to-exceed amount of thirty three thousand eight hundred sixty five dollars ($33,865) per Agreement year; and B. The Parties desire to alter the Agreement's scope of work to include pricing per City of Carlsbad locations in the Agreement as references in Exhibit "A", Compensation for Services and Facility Inventory Pricing List; and C. The Parties desire to extend the Agreement for a period of two (2) years; 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 sixty seven thousand seven hundred thirty dollars ($67,730) per two (2) year Agreement term. 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 thirty three thousand eight hundred sixty five dollars ($33,865) 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 described in Exhibit "A" by March 27, 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. City Attorney Approved Version 1/30/13 PEM1191 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: FREEDOM ~70RESEEN dba FREEDOM WINDOW CLEANING, a Californian corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: El ne Lukey Public Works Director If required by City, proper notanal 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 er11powering the officer(s) signing to bind the corporation. tV"'PROVED AS TO FORM: LELIA A. BREWER, City Attorney ~ Deputy City Attorney City Attorney Approved Version 1/30/13 2 PEM1191 EXHIBIT "A" FACILITY INVENTORY PRICING LIST The following Inventory List and Pricing will be affirmed into this Agreement. Exterior Window and Skylight Cleaning &ll!rior -lDI:allaa AIJpn:lved 'Wark .,_ AIJpn:lved tta.5 Mlnimmn~c--. ~'rite l'er~ l'nlieca!ciAIIaullf Clealliwa ~ -.lcipal WaterOlmitt 1 5950 El Camino Real Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $495.00 $990.00 City HaD 2 1200CarlsbadVillage Dr Fri-Sat 7 a.m. to 5 p.m. Semi-Annual $%S.OO $930.00 Dave Library 3 1775 Dove ln Sun only 7 a.m. to 12 p . .m. Tri·Annual $1,853.00 $5,559.00 Faraday Center 4 1635 Faraday Ave Sun or Sat 7 a.m. to 5 p.m. Semi-Annual $975.00 $1,950.00 Fannerslluilding 5 5815 El Camino Rea! Mon-Fri 7 a.m. to 5 p.m. Annual $975.00 $975.00 Fire Stittioa #1 6 1275 Carlsbad Village Dr Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $127.00 $254.00 F'tre Station #2 7 1906 Arena! Dr Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $97.00 $194.00 Fire Station #3 8 3465 Trail Blazer Way Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $55.00 SllO.OO Fire sratioa lf4 9 6885 Bataquitos Dr Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $97.00 $194.00 F'll"e Stittioft liS 10 2540 Olion Way Sun· Sat 7 a.m. to 5 p.m. Semi-Annual $75.00 $150.00 Fire Station 116 11 7201 Rancho Santa Fe Rd Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $113.00 $226.00 Fleet Mailltmance 12 24811 Impala Dr Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $97.00 $194.00 6. (ale Library B 1250Car!sbad Village Dr Sun only 7 a.m. to 12 p.m. Semi-Annual $624.00 $1,2411.00 Seniaf Center 14 799 Pine Ave Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $264.00 $528.00 Safety & Sefvite Center 15 2560 Orion Way Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $975.00 S1,950.!l0 SWim Complex 16 3401 Monroe St Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $30.00 $60.00 Stiflle<:oadl c.omn-ily Cell"ter 17 3420 Camino De Los Coaches Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $84.00 $168.00 C:alavera c.omn-ily Center 18 2997 Glasgow Dr Sun-Sat 7 a.m. to 5 p.m. Semi-Annual $49.00 $98.00 Library leamine Cell"ter 19 3368 Eureka PI Sun-Sat 7 a.m. to 12 p.m. Semi-Annual $150.00 $300.00 Safety Training Center 20 2560 Orion Dr Sun only 8 a.m. to 5 p.m. Semi-Annual $1,138.00 $2,275.00 ~VISitor's Center 21 400 carlsbad Village Dr Sun-Sat ll a.m. to 5 p.m. Semi-Annual $2!12 .. 00 $564.00 ' Alga Norte Park 22 6Sii5 A!ica nte Rd Sun-Sat ll a.m. to 5 p.m. Semi-Annual $507.00 51,014.00 ! Exterior Total (pe....!_!greement _!_earl $19,932.00 City Attorney Approved Version 1/30/13 3 lnteriow·~ carlsbad Municipal Water District 1. 5950 El camino Real City Hall 2. 1200 carlsbad Village Drive Dove Library 3. 1775 Dove lane Faraday Center 4. 1635 Faradily Avenue Farmers Building 5. 5815 El camino Real Fire Station #1 6. 1275 carlsbad Village Drive Fire Station #2 7. 1906 Arenal Drive Fire Station #3 8. 3701 catalina Fire Station #4 9. 6885 Batlqultos Drive Fire Station #5 10. 2540 Orion Way Fire Station #6 11. 7201 Racnho Santa Fe Rd Fleet Maintenance 12. 2480 Impala Drive G. Cole Ubrary 13. 1250 carlsbad Village Drive Senior Cenlar 14. 799 Pine Ave safety & Servtce Center 15. 2560 Orion Way Swim Complex 16. 3401 Monroe Streel Stagecoach Community Center 17. 3420 Camino De Los Coches catavera Community Center 18. 2997 Glasgow Drive Ubrary Learning Center 19. 3368 Eureka Place Safety Training Center 20. 2560 Orion Way carlsbad Convention & Visitors 21. Bureau/Railway Depot Alga Norte Park 22 6565 Alicante Rd EXHIBIT "A" Continued FACILITY INVENTORY PRICING LIST Interior Window and Skylight Cleaning ApprGyed wodtp;.p !Appn>ved """'" Minimum~ Cleanlolt Pl'b ..... Cleanlolt Friday -Sunday 8AMlo12PM Semi-Annual $267.00 Saturday or Sunday 8AMio12PM Sem1-Annual $250.00 Sunday 8AMlo12 PM Semi-Annual $997.00 Saturday or Sunday 8AMto12 PM Sem1-Annua1 $1,375.00 Friday -Sunday 8AMlo12 PM Annual $1,125.00 Sunday -Saturday 8AMto12 PM Sem1-Annual $71.00 Sunday -Saturday 8AMto12 PM Semi-Annual $54.00 Sunday-Saturday 8AMlo12PM Sem1-Annual $40.00 Sunday -Saturday BAM to 12 PM Semi-Annual $54.00 Sunday -Saturday 8AMto12 PM Semi-Annual $65.00 Sunday -Saturday BAM to 12 PM Semi-Annual $61.00 Friday -Sunday 8AMio12PM Sem1-Annual $5400 Sunday 8AMio12 PM Sem1-Annual $844.00 Saturday or Sunday SAM to 12 PM Semi-Annual $142.00 Friday -Sunday BAM lo12 PM Semi-Annual $525.00 Friday-Sunday 8AMio12PM Sem1-Annual $25.00 Friday -Sunday BAMlo12 PM Semi-Annual $79.00 Friday -Sunday BAM to 12 PM Sem1-Annual $39.00 Sunday -Friday 8AMto12 PM Semi-Annual $373.00 Sunday -Saturday BAMio12 PM Semi-Annual $431.00 Sunday -Friday 8AMto12 PM Sem1-Annual $283.00 Sunday -Saturday 8AMto5PM Semi-Annual $375.00 Interior Total {per agreement year) I Exterior Total (per agreement year) I Agreeernnt Annual Totall PEM1191 PrOltlmd Annul Cleanlolt $534.00 $500.00 $1,994.00 $2,750.00 $1,125.00 $142.00 $108.00 $80.00 $108.00 $130.00 $122.00 $108.00 $1,688.00 $284.00 $1,050.00 $50.00 $158.00 $78.00 $746.00 $862.00 $566.00 $750.00 $13,933.00 $19,932.00 $33,865.00 City Attorney Approved Version 1/30/13 4 PEM1191 AGREEMENT FOR WINDOW CLEANING AND SKYLIGHT CLEANING SERVICES FREEDOM FORESEEN OBA FREEDOM WINDOW CLEANING _ THIS AGREEMENT is made and entered into as of the ;l /(;? 7?/ day of /V( ,,;;/,,Cr:// , 2015, by and between the CITY OF CARLSBAD, a municipal c'orporation, ("City"), and FREEDOM FORESEEN dba FREEDOM WINDOW CLEANING, a California corporation, ("Contractor") for window cleaning and skylight cleaning services. RECITALS A. City requires the professional services of a contractor that is experienced in commercial window and skylight cleaning. B. Contractor has the necessary experience in providing professional services and advice related to commercial window and skylight cleaning. 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 Exhibits A and B, which are 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 thirty thousand dollars ($30,000) per Agreement year. 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 sixty thousand dollars ($60,000) at a not-to-exceed amount of thirty thousand dollars ($30,000) per Agreement year. 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 Exhibits A and B. --1 -City Attorney Approved 1130/13 PEM1191 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 tor 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 tor 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-:Vll". OR with a surplus - 2 -City Attorney Approved 1/30/13 PEM1191 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. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury ,ind 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 10.1.2 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. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1 .4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City's Initials Contractor's Initials D If box is checked, Professional Liability Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase --3 -City Attorney Approved 1/30/13 PEM1191 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. 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 City Name Bob Richardson Title PW Supervisor Department Public Works, Facilities City of Carlsbad Address 405 Oak Ave. Carlsbad, CA 92008 Phone No. 760-434-2943 For Contractor Name Lupe Hairston Title Owner/Secretary Address 2420 Grand Avenue Ste. D2 Vista, CA 92081 Phone No. 760-598-551 O Email lupe@freedomwindowcleaning.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. -4-City Attorney Approved 1/30/13 PEM1191 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 (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by nctifymg ContraclOr 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 --5 -City Attorney Approved 1/30/13 PEM1191 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq .. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. 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 --6 --City Attorney Approved 1/30/13 PEM1191 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 FREEDOM FORESEEN dba FREEDOM WINDOW CLEANING, a California corporation By: ./ ~ ·A'i#t1/Y7J .. Kolan J. Hairston / President (print name/title) Lupe Hairston/ Secretary -Treasurer (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California PublicMsDirector 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 ~ .~ . / 1/ .i/LJ</ .J /· BY: ~H Z'Vij:JJV-, / Assistant City Attorney I . -7-City Attorney Approved 1/30/13 EXHIBIT A SCOPE OF SERVICES PEM1191 1. Contractor shall provide all necessary tools, equipment, materials, knowledge, and labor to provide window cleaning, skylight cleaning and related services to City of Carlsbad Facilities as requested. Services include but are not limited to removal and cleaning of window screens, interior and exterior window and other related glass cleaning. Examples of work include but are not limited to: • Removal, cleaning (with no streaking or spotting) and replacement of window screens (clean screens) in all facilities equipped with screens. • Removal & Cleaning (with no streaking, spotting or scratching) of any materials on the windows included but not limited to: tape, calcium stickers, gum, etc. • Open, remove, replace and protect blinds, draperies or other window coverings as needed to perform the required services. • Cleaning of interior windows, interior glass and glass skylights at the frequency of the attached bid. • Cleaning of exterior windows and glass skylights at the frequency required in the attached bid. • Cleaning of exterior windows and interior windows of the atrium at Georgina Cole and Dove Library, Faraday, and Safety Center. • Note that all facilities are not equipped with skylights. 2. The Contractor shall provide personnel who are experienced in the type of work specified and shall perform all services in a workmanlike manner within the time allotted for each facility on the interior and exterior bid schedule. 3. The Contractor shall provide a safe work environment including adherence to all safety requirements for its employees and shall provide safe access and egress for City employees and the general public. 4. The Contractor shall return all areas surrounding his work locations to the condition prior to his performance of services. Any damages caused by the Contracted crew will be the Contractor's responsibility. 5. For each specific jobsite, the Contractor shall obtain approval of materials and cleaning methods to be used from a designated City representative. 6. The Contractor will provide all materials to be used in the performance of his duties and all such materials shall be included in the bid price for said services including but not limited to the a City of Carlsbad water meter. 7. Working days shall be as specified in the attached bid. The contractor shall provide a Semi-annual schedule of cleaning services for approval by the City of Carlsbad's assigned representative. For each specific jobsite the Contractor shall obtain approval of workdays and hours from a designated City representative. The City reserves the right to require the Contractor to reschedule his/her services to avoid conflict with City functions. Note that designated services --8 --City Attorney Approved 1130/13 PEM1191 will be required after normal working hours, on holidays and weekends, and on specified dates and at specified times as noted on the bid. These items shall performed at bid price. No additional compensation will be provided for these scheduled cleaning events. The City will require the contractor reschedule exterior window cleaning services during rain events, and when the National Weather Service Detailed 7-Day Forecast predicts the Chance of Measurable Rain in the City of Carlsbad exceeds 20%. Link: http://www.nws.noaa.gov/ 8. The Contractor is advised that the following facilities contain antique windows and furnishings and shall require special handling to include protection of surrounding areas and furnishing from damage from performance of cleaning services: Heritage House, Magee House, and the Convention and Visitors Bureau Information Center (Train Depot). 9. Best Management Practices (BMPs): a. Contractor will incorporate and comply with all applicable BMPs during the completion of this agreement. All work must be in compliance with the Sand Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code, and City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by reference. b. The Contractor shall indicate in his/her proposal methods of compliance, equipment to be utilized to insure compliance, training of staff and experience in compliance with environmental regulations. If in the opinion of the project manager, the Contractor is not in compliance with this provision the City reserves the right to implement BMP's to the maximum extent practical, and deduct payment due or back charge the Contractor for implementation with a 15% mark up for administration and overhead. --9 -City Attorney Approved 1/30/13 Exterior Bid Schedule B Page 1 of 2 City of Carlsbad Citywide Exterior Window Cleaning Schedule B Location Approved Work Approved Hou Required Price per Number of Total Annual Cost Days Annual Cleaning Cleanings Cleanln s Carlsbad Municipal Water District 1. 5950 El Camino Real Sunday -Saturday 7 AM to 5 PM Semi-Annual $495.00 2S 2 $990.00 City Hall 2. 1200 Carlsbad Village Drive Friday -Saturday 7 AM to 5 PM Semi-Annual $465.00 2S 2 $930.00 , Dove Library I $5,559.00 ·3. 1775 Dove Lane Sunday 7 AM to 12 PM Tri-Annual $1,853.00 2S } Faraday Center 4. 1635 Faraday Avenue Saturday or Sunday 7 AM to 5 PM Semi-Annual $975.00 2S 2 $1,950.00 Fire Station #1 6. 1275 Carlsbad Village Drive Sunday -Saturday 7 AM to 5 PM Semi-Annual $127.00 2S 2 $254.00 Fire Station #2 7. 1906 Arena! Drive Sunday -Saturday 7 AMto5 PM Semi-Annual $97.00 2S 2 $194.00 Fire Station #3 8. 3701 Catalina Sunday -Saturday 7 AM to 5 PM Semi-Annual $55.00 2S 2 $110.00 Fire Station #4 9. 6885 Batiquitos Drive Sunday -Saturday 7 AM to 5 PM Semi-Annual $97.00 2S 2 $194.00 Fire Station #5 iO. 2540 Orion Way Sunday -Saturday 7 AM to 5 PM Semi-Annual $75.00 2S 2 $150.00 Fire Station #6 11. 7201 Rancho Sante Fe Rd Sunday -Saturday 7 AM to 5 PM Semi-Annual $113.00 2S 2 $226.00 Location Approved Work -. Approved Hou Required Price pllr Number of Total Annual Cost Days Annual Cleaning Cleanings Cleanin s Exterior Bid Schedule B Page 2 of 2 Fleet Maintenance 12. 2480 Impala Drive Sunday -Saturday 7 AM to 5 PM Semi-Annual $97.00 X 2 $194.00 G. Cole Library 13. 1250 Carlsbad Village Drive Sunday 7 AM to 12 PM Semi-Annual $498.00 X 2 $996.00 Senior Center 14. 799 Pine Ave Sunday -Saturday 7 AM to 5 PM Semi-Annual $264.00 X 2 $528.00 Safety & Service Center 15. 2560 Orion Way Sunday -Saturday 7 AM to 5 PM Semi-Annual $975.00 X 2 $1,950.00 Swim Complex 16. 3401 Monroe Street Sunday -Saturday 7 AM to 5 PM Semi-Annual $30.00 X 2 $60.00 I ' Stagecoach Community Center 17. 3420 Camino De Los Coches Sunday -Saturday 7 AM to 5 PM Semi-Annual $84.00 X 2 $168.00 Calavera Community Center 18. 2997 Glasgow Drive Sunday -Saturday 7 AM to 5 PM Semi-Annual $49.00 X 2 $98.00 Library Learning Center 19. Eureka Place Sunday 7 AM to 12 PM Semi-Annual $150.00 X 2 $300.00 Safety Training Center 20. 2560 Orion Drive Sunday -Saturday 8 AM to 5 PM Semi-Annual $1,138.00 X 2 $2,276.00 Carlsbad Convention & Visitors Bureau/Railway Depot 21. 400 Carlsbad Village Drive Sunday -Saturday 8AM to5 PM Semi-Annual $257.00 X 2 $514.00 Alga Norte Park, 6565 Alicante 22. Road Sunday -Saturday 8AMto 5 PM Semi-Annual $507.00 X 2 $1,014.00 Total Amount of Bid Schedule B $18,655.00 In the event of a discrepency the properly extended bid items shall govern