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HomeMy WebLinkAboutGlobal Power Group Inc; 2016-08-04; GS1449 GS1449 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR GENERATOR MONITORING WEB BASED TRACKING SERVICES GLOBAL POWER GROUP, INC. This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated August 4, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Global Power Group, Inc. a California corporation, (“Contractor") (collectively, the “Parties”) for professional generator monitoring company. RECITALS A. On July 24, 2018, the Parties executed Amendment No. 1 to the Agreement to extend the agreement for two (2) years; and B. The Parties desire to extend the Agreement for a period of two (2) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two (2) years ending on August 3, 2022 on a time and materials basis not-to exceed eleven thousand five hundred twenty dollars ($11,520.00). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 9D010CA0-D5E0-4D48-AB42-3982A86EF419 27thJuly GS1449 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR, GLOBAL POWER GROUP, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Salvatore Martorana / President (print name/title) By: (sign here) Salvador Ceballos / CFO (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A 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: _____________________________ Assistant City Attorney DocuSign Envelope ID: 9D010CA0-D5E0-4D48-AB42-3982A86EF419 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTEDEACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Acct#:2524712 4/16/2020 Willis of Greater Kansas City Inc.844-290-49085700 W 112th Street, Ste. 100 Overland Park, KS 66211 BBSIcerts@locktonaffinity.com Ace American Insurance Co.22667 Barrett Business Services, Inc.L/C/F GLOBAL POWER GROUP, INC.12060 WOODSIDE AVELAKESIDE, CA 92040 A X C66396460 5/1/2020 5/1/2021 X 2,000,000 2,000,000 2,000,000 Policy State = CA Blanket Waiver of Subrogation in favor of certificate holder when requred by written contract 30 day notice of cancellation provided when possible. City Of Carlsbad/CMWD C/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York, NY 10163-4668 Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number Policy Number Symbol: Number: Policy Period TO Effective Date of Endorsement Issued By (Name of the 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: ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2.Operations: 3. Premium: The premium charge for this endorsement shall be 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: _______________________________________ Authorized Agent WC 99 03 22 Barrett Business Services, Inc. L/C/F GLOBAL POWER GROUP, INC. 12060 WOODSIDE AVE LAKESIDE, CA 92040 C66396460 5/1/2020 5/1/2021 5/1/2020 Ace American Insurance Co. X INCLUDED INCLUDED GS1449 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR GENERATOR MONITORING WEB BASED TRACKING SERVICES GLOBAL POWER GROUP, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2018, extending the agreement dated August 4, 2016 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Global Power Group, Inc. a Delaware corporation, (“Contractor") (collectively, the “Parties”) for professional generator monitoring company. RECITALS A. On August 4, 2016 the Parties executed a two (2) year Agreement for generator monitoring web based tracking services: and B. The Parties desire to extend the Agreement for a period of two (2) years. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of two (2) years ending on August 3, 2020 on a time and materials basis not-to exceed eleven thousand five hundred twenty dollars ($11,520.00). 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 46F37EBB-F7DC-4999-BE34-2D4856176F45 24thJuly GS1449 City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR, GLOBAL POWER GROUP, INC. a Delaware corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Elaine Lukey / Public Works Director as authorized by the City Manager Salvatore Martorana / President (print name/title) By: (sign here) Salvatore Ceballos / CFO (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A 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: 46F37EBB-F7DC-4999-BE34-2D4856176F45 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 12980 Metcalf Ave Suite 500 Overland Park KS 66213 CONTACT NAME: San Diego PHONE (A/C, No Ext): (858) 314-1100 FAX (A/C, NO): (360) 828-0699 EMAIL ADDRESS: Elke.Wohlgemuth@bbsihq.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:ACE American Insurance Company 22667 INSURED Barrett Business Services, Inc. L/C/F GLOBAL POWER GROUP, INC. 12060 WOODSIDE AVE LAKESIDE, CA 92040 INSURER B: INSURER C: INSURER D: INSURER E: 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 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PROJ- ECT LOC EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurence)$ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident)$ BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EXCESS LIAB OCCUR DED RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED?Y (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X RWC C65184722 Covered states: CA 05/01/18 05/01/2019 9 WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $2,000,000 E.L. DISEASE - EA EMPLOYEE $2,000,000 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 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATA THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 4668 - ECM #35050 AUTHORIZED REPRESENTATIVE New York NY 10163-4668 Authorized Rep 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: #:______________________________________ ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Lockton Affinity POLICY NUMBER RWC C65184722 CARRIER NAIC CODE ACE American Insurance Company 22667 NAMED INSURED: Barrett Business Services, Inc. L/C/F GLOBAL POWER GROUP, INC. 12060 WOODSIDE AVE LAKESIDE, CA 92040 EFFECTIVE DATE:05/01/18 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (01/14) CERTIFICATE HOLDER:City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services ADDRESS:P.O. Box 4668 - ECM #35050 New York NY 10163-4668 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. ;'    '%0-*362-% ;%-:)6 3* 396 6-+,8 83 6)'3:)6 *631 38,)67 ;SVOIVW 'SQTIRWEXMSR ERH )QTPS]IVW 0MEFMPMX] 4SPMG] 2EQIH -RWYVIH &%66)88„&97-2)77„7)6:-')7„-2'„0'* .&, 7869'896%0 '32'6)8) -2'  2) 4%6/;%= (6-:) 78)  )RHSVWIQIRX 2YQFIV 4SPMG] 2YQFIV 7]QFSP6;'2YQFIV' 4SPMG] 4IVMSH 83  )JJIGXMZI (EXI SJ )RHSVWIQIRX  -WWYIH &] 2EQI SJ -RWYVERGI 'SQTER] %') %1)6-'%2 -2796%2') '314%2= -RWIVX XLI TSPMG] RYQFIV 8LI VIQEMRHIV SJ XLI MRJSVQEXMSR MW XS FI GSQTPIXIH SRP] [LIR XLMW IRHSVWIQIRX MW MWWYIH WYFWIUYIRX XS XLI TVITEVEXMSR SJ XLI TSPMG] '%0-*362-% ;%-:)6 3* 396 6-+,8 83 6)'3:)6 *631 38,)67 )2(367)1)28 8LMW IRHSVWIQIRX ETTPMIW SRP] XS XLI MRWYVERGI TVSZMHIH F] XLI TSPMG] FIGEYWI 'EPMJSVRME MW WLS[R MR -XIQ % SJ XLI -RJSVQEXMSR 4EKI ;I LEZI XLI VMKLX XS VIGSZIV SYV TE]QIRXW JVSQ ER]SRI PMEFPI JSV ER MRNYV] GSZIVIH F] XLMW TSPMG] ;I [MPP RSX IRJSVGI SYV VMKLX EKEMRWX XLI TIVWSR SV SVKERM^EXMSR REQIH MR XLI 7GLIHYPI FYX XLMW [EMZIV ETTPMIW SRP] [MXL VIWTIGX XS FSHMP] MRNYV] EVMWMRK SYX SJ XLI STIVEXMSRW HIWGVMFIH MR XLI 7GLIHYPI [LIVI ]SY EVI VIUYMVIH F] E [VMXXIR GSRXVEGX XS SFXEMR XLMW [EMZIV JVSQ YW =SY QYWX QEMRXEMR TE]VSPP VIGSVHW EGGYVEXIP] WIKVIKEXMRK XLI VIQYRIVEXMSR SJ ]SYV IQTPS]IIW [LMPI IRKEKIH MR XLI [SVO HIWGVMFIH MR XLI 7GLIHYPI 7GLIHYPI  7TIGMJMG ;EMZIV 2EQI SJ TIVWSR SV SVKERM^EXMSR < &PEROIX ;EMZIV %R] TIVWSR SV SVKERM^EXMSR JSV [LSQ XLI 2EQIH -RWYVIH LEW EKVIIH F] [VMXXIR GSRXVEGX XS JYVRMWL XLMW [EMZIV  3TIVEXMSRW %00 '%0-*362-% 34)6%8-327  4VIQMYQ 8LI TVIQMYQ GLEVKI JSV XLMW IRHSVWIQIRX WLEPP FI TIVGIRX SJ XLI 'EPMJSVRME TVIQMYQ HIZIPSTIH SR TE]VSPP MR GSRRIGXMSR [MXL [SVO TIVJSVQIH JSV XLI EFSZI TIVWSR W SV SVKERM^EXMSR W EVMWMRK SYX SJ XLI STIVEXMSRW HIWGVMFIH  1MRMQYQ 4VIQMYQ  %YXLSVM^IH %KIRX BARRETT BUSINESS SERVICES, INC. L/C/F GLOBAL POWER GROUP, INC. 8100 NE PARKWAY DRIVE, STE. 200 VANCOUVER WA 98662 05-01-2018 05-01-2019 05-01-2018 C65184722 GS1449 AGREEMENT FOR GENERATOR MONITORING WEB BASED TRACKING SERVICES GLOBAL POWER GROUP, INC. ~IS AGREEMENT is made and entered into as of the ~ day of ~~c;.k , 2016, by and between the CITY OF CARLSBAD, a municipal corporatio , ("C1ty"), and GLOBAL POWER GROUP, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a generator monitoring company that is experienced in twenty-four hour web based generator condition tracking. B. Contractor has the necessary experience in providing professional services and advice related to city's generator monitoring expectation. 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. 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 eleven thousand five hundred twenty dollars per two-year term ($11,520.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed eleven thousand five hundred twenty dollars ($11,520.00) per two-year term. The City reserves the right to withhold a ten percent (1 0%) 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 4/1/15 GS1449 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 line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 4/1/15 2 GS1449 in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 1 0.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 1 0.1.3 Workers' Compensation and Em plover's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 1 0.1.4 Professional Liability. 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. 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. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance 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. City Attorney Approved Version 4/1/15 3 GS1449 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 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 notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Michael O'Brien Title Program Manager Department PW -Property City of Carlsbad Address 405 Oak Ave Carlsbad, CA 92008 Phone No. 760-434-2996 For Contractor Name Gerry LaFargue Title Service Contracts Manager Address 12060 Woodside Ave Lakeside, CA 92040 Phone No. 619-579-1221 Email glafargue@gpgpower.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. 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. City Attorney Approved Version 4/1/15 4 GS1449 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. 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 City Attorney Approved Version 4/1/15 5 GS1449 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. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 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 nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill City Attorney Approved Version 4/1115 6 GS1449 EXHIBIT "A" SCOPE OF SERVICES Global Power Group, Inc. will provide the City of Carlsbad web based, real time emergency power systems monitoring of all twelve (12) generators by way of an installed Gentracker monitoring system. Gentracker Monitoring Systems will monitor the status and activity of the emergency power systems supplying stand-by-power for the following City of Carlsbad facilities: Calavera Community Center, City Hall, Dove Library, Faraday Administration Building, Fire Station #1, Fire Station #3, Fire Station #5, Fire Station #6, Fleet Maintenance, Safety Center, Senior Center and Stagecoach Community Center. The capability of the Gentracker system includes the on-line capability of monitoring battery conditions, generator run time, fuel consumption and daily fuel levels. All individual Gentracker systems will allow access via user name and password and will include personnel alerts via email and/or text messaging on any and all activity or failures of the emergency power system and/or its components. " 'DESCRIPTISN', , .... "PRICE .. :, '(: :>·.·.; Global Power Group, Inc. -Gentracker emergency power systems web based real-time monitoring. Count $11,520.00 /2 yr. term of twelve (12) City of Carlsbad generators will be monitored located at Calavera Community Center, City Hall, Dove Library, Faraday Administration Building, Fire Station #1, Fire Station #3, Fire Station #5, Fire Station #6, Fleet Maintenance, Safety Center, Senior Center and Stagecoach Community Center. TWO (2) YEAR TERM TOTAL* (Not to exceed) $11,520.00 City Attorney Approved Version 4/1/15 8 Gentracker Monitoring System Features and Benefits GS1449 Affordable-Most Simple Cost-effective Remote Monitoring System (feature for feature} available today. Internet Based-No Software-No Cellular Contracts to Sign-Real Time Notification-Constant firmware upgrades. Stand-Alone System (When your other Management and Monitoring Systems Fail, Gentracker is still on}. Real Time Alerts sent via email and text to unlimited recipients. Customer Interactive Website -Records Generator Event History and Running Time Meter. Keeps your Staff and Generator Servicing Company aware of Generator Status. Gentracker Key Features and Alarm Points Fuel Level Monitoring -Daily fuel level readings, Updates every 5% with level changes. Hour Meter Readings to aid with APCD restriction compliance. Battery Condition -Battery Cranking Voltage Report and time-to-start. Battery Charger-Under Charging and Over Charging. RS485/Modbus Capable -Works with most Manufacturers newer model generator controllers to read data right off of the Controller. Remote Starting Capabilities-Start Generator and even Transfer Load (not recommended}. Exercise Schedules-Flexible Scheduling-Set locally or Remote Activated. 4 Different loaded or un-loaded schedules. User Defined Alerts-4 standard (up to 8 with additional hardware} User defined alerts utilizing any Normally Open or Normally Closed Contacts. Simple Installation -No shut-down required. Mobile Application for your smart-phone. Gentracker Alerts Loss of Utility (Building Power} Generator On -Start contacts closed Generator Power (Transferred to Building} Generator Warnings -Pending shutdown Generator Fault-Common Fault Shutdown Utility (Building Power) Restored Generator Off-Start contacts open Missed Exercise City Attorney Approved Version 411/15 9 GS1449 Your local Authorized Gen-Tracker Dealer: Global Power Group Inc. 12060 Woodside Ave, Lakeside, CA 92040 (866} 547-6937 • www.globalpowergroup.net Specifications Dimensions • Enclosure: 6.25"w x 9.5"h x 3.5"d • Panel (for mounting inside TS): S"w x S"h x .75"d Power Supply Requirements • 120V to 16V plug-in transformer included • -or-12V DC from generator • -or-24V DC from generator Communication Options • Analog phone line • Ethernet • Cellular • WiFi Monitoring Inputs • 3 Voltage Sensor inputs (Normal, Emergency, Load) • 4 Digital Inputs • Start Contact status • Run time • Fail to exercise • Fuel Level • Battery condition • All signals have time stamp Remote Control • 2 Digital Outputs • Remote start (cellular only) • Modbus (accessory panel) 10 Signal Notifications • Full customization, unlimited notifications • E-mail • Text message Additional Alarms • Generator running with utility • Panel status changes Internet Access • Signal history maintained indefinitely • Remote starts Other Features • Expansion port • Multiple exercise schedules ,-GENTRACKER~ t";!_·~~~:uHN f'<1:.~ <itc;r,t'9 ·~,,;~-2f: ··A·u t h :l ti i'fJd ..... 0·~···,1 e-r City Attorney Approved Version 4/1/15