Loading...
HomeMy WebLinkAboutGlobal Power Group Inc; 2015-07-30; PEM1237AMENDMENT NO. 4 TO EXTEND THE AGREEMENT FOR GENERATOR MAINTENANCE SERVICES GLOBAL POWER GROUP, INC. PEM1237 This Amendment No. 4 is entered into and effective as of the \ ~:::\:\,y day of :S v..\~, , 2019, extending the agreement dated July 30, 2015 (the "Agreement") 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 maintenance services. RECITALS A. On June 7, 2016 the Parties executed Amendment No.1 to the Agreement to extend and fund the original Agreement; and B. On June 30, 2017, the Parties executed Amendment No. 2 to the Agreement to extend and fund the original Agreement; and C. On July 2, 2018, the Parties executed Amendment No. 3 to the Agreement to extend and fund the original Agreement; and D. The Parties desire to extend the Agreement for a period of one (1) year. 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 one ( 1) year ending on July 27, 2020 on a time and materials basis not-to exceed fifty thousand dollars ($50,000). 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. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 PEM1237 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,GLOBALPOWER GROUP, INC., a Delaware corporation By: (sign here) Salvatore Martorana / President (print name/title) By: Salvador A. Ceballos I CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: ii j,_£_ <;:L ~ JV-- for Barbara Engleson, City c1Jk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 GLOBPOW-01 MANDY ACORD. CERTIFICATE OF LIABILITY INSURANCE I DA TE (MMIDD/YYYY) ~ 3/8/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Snapp & Associates Insurance Services ~~gNJo, Ext): (619) 908-3100 I FAX 438 Camino Del Rio S Ste 112 (A/C, No):(619) 908-3110 San Diego, CA 92108 fott"~~ss: Service@snappins.com INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A: Vallev Forae Insurance Co. 20508 INSURED INSURER B: Continental Casualtv Comoanv 20443 Global Power Group, Inc. INsURER c: Travelers Property Casualtv Co 36161 Sal Ceballos INSURER D: Hartford Fire Insurance Co. 19682 12060 Woodside Ave Lakeside, CA 92040 INSURER E: Tokio Marine Specialty Ins Co 23850 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 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD YND tMM/DD/YYYYl tMM/DD/YYYYl AIX COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -~ CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED 100,000 X 6046226841 3/15/2019 3/15/2020 PREMISES (Ea occurrence I $ MED EXP (Anv one person) $ 0 - PERSONAL & ADV INJURY $ 1,000,000 -2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY □ ~~8f DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 I OTHER $ 8 ! AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ~ X ANY AUTO 6045999519 3/15/2019 3/15/2020 BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -- HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY -AUTOS ONLY /Per accident1 $ - I $ CjX UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 10,000,000 r--EXCESS LIAB CLAIMS-MADE ZUP-61N09830-19-NF 3/15/2019 3/15/2020 10,000,000 I AGGREGATE $ I DED I X I RETENTION $ 0 $ i WORKERS COMPENSATION I PER I I OTH- I AND EMPLOYERS' LIABILITY STATUTE ER Y/N i ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ 'OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ D I Equipment Floater 72UUMZN8594 3/15/2019 3/15/2020 Rented Eq 1,000,000 E !Pollution Liability PPK1951206 3/15/2019 3/15/2020 Pollution 5,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached if more space is requiram Re: Operations of the named insured subject to the terms and conditions of the policy. The City of Carlsbad, its o icials, employees and volunteers are named additional insured per the attached endorsement. 30* days notice of cancellation, 10* days notice of cancellation in the event of nonpayment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Services P.O. Box 4668 -ECM #35050 New York, NY 10163 AUTHORIZED REPRESENTATIVE I 1~ c~· ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 8 0 8 CNA PARAMOUNT Contractors• General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, than that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Addltlonal Insureds 2. Additional Insured -Primary And Non-Contributory To Additional lnsured's Insurance 3. Bodily Injury -Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Broadened Llablllty Coverage For Damage To Your Product And Your Work 7. Contractual Liability -Railroads 8. Electronic Data Liability 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury-Exception for Reasonable Force 11. General Aggregate Limits of Insurance -Per Project 12. In Rem Actions 13. Incidental Health Cara Malpractlce Coverage 14. Joint VenturesJPartnershlpll..lmlted Llablllty Companies 15. Legal Llablllty -Damage To Premises/ Alienated Premises/ Property In The Named lnsured's Care, Custody or Control 16. Liquor Llabillty 17. Medical Payments 18. Non-owned Aircraft Coverage 19. Non-owned Watercraft 20. Personal And Advertising Injury -Discrimination or Humlrlatlon 21. Personal And Advertising Injury -Contractual Llablllty 22. Property Damage -Elevators 23. Supplementary Payments 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation -Blanket 26. Wrap-Lip Extension: OCIP CCIP, or Consolidated (Wrap-Up) Insurance Programs CNA74705XX (1-15) Page 1 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC • Policy No: 6046226841 Endorsement No: 1 Effective Date: 3/15/2019 Copyright CNA All Rights Resel\/8d. lneludes copyrighted material of Insurance Services Office, Ire., with Its permission. CNA PARAMOUNT Contractors• General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to Include as an Insured any person or organization described in paragraphs A. through H. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodlly ln)ury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of Insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through H. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Conlrollng Interest Any person or organization with a controlling Interest In a Named Insured, but only with respect to such person or organization's liability for bodily lnlury, property damage or personal and advertising Injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations" new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by a Named Insured and covered under this insurance but only with respect to such co-owner's liability for bodily Injury, property damage or personal and advertising Injury as co-owner of such premises. C. Leasor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily lnlury, property damage or personal and advertising Injury caused, in whole or in part, by the Named lnswed's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily lnlury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. D. Lessor of Land Any person or organization from whom a Named lnsl.ft'ed leases land but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising Injury takes place prior to the termination of such lease. The CNA74705XX (1-15) Page 2 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Reserved. Includes copyrlghled material of Insurance Services Office, Inc., With Its perllisslon. § 0 0 iiiiiiiii ---- CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. E. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the OCCW"rence giving rise to such bodily Injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily Injury, property damage or personal and advertising lnlury arising out of the Named lnsured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions -Permits A state or governmental agency or subdivision or political subdivision that has Issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily lnjwy, property damage or personal and advertising Injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named lnsurad's behalf. The coverage granted by this paragraph does not apply to: a. Bodily Injury, property damage or personal and advertising Injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily Injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional Insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. H. Trade Show Event L8880r 1. With respect to a Named lnsurad's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily Injury, property damage or personal and advertising Injury caused by: CNA74705XX (1-15) Page3 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Reserved. Inell.Kies copyilghted mater1al of Insurance Services 0111ce, Inc., with Its permission. CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement a. the Named lnsurad's acts or omissions; or b. the acts or omissions of those acting on the Named lnsured's behalf, in the performance of the Named lnsured's ongoing operations at the trade show event premises during the trade show avant. 2. The coverage granted by this paragraph does not apply to bodily Injury or property damage included within the products-complatad operations hazard. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed In writing In a contract or agreement that this insurance Is primary and non- contributory relative to an additional insured's own insurance, than this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named Insured. Otherwise, and notwithstanding anything to the contrary elsewhere In this Condition, the insurance provided to such person or organization Is excess of any other insurance available to such person or organization. 3. BODILY INJURY -EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or dsease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties In The Event o1 Occurrence, Offense, Claim or Sult is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only.when.the occurrence, offense or claim Is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named lnsured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occunenca, offense or clalm and that failure is solely due to the Named lnsurad's reasonable belief that the bodily Injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 6. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: L on the effective date of this Coverage Part; or CNA74705XX (1-15) Page 4 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC. Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Reserved. lncluctes copyrighted material of Insurance Services Office, Inc .• with Its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage Is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this Insurance does not apply to: a. bodily lnlwy or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising lnlwv caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing-business-as names (dba) as any Named Insured should choose to employ. 6. BROADENED LIABILITY COVERAGE FOR DAMAGE TO YOUR PRODUCT AND YOUR WORK A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusions k. and I. and replace them with the following: This insurance does not apply to: k. Damage to Your Product Property danaga to your product arising out of it, or any part of It except when caused by or resulting from: (1) fire; (2) smoke; (3) collapse; or (4) explosion. I. Damage to Your Work Property damage to your work arising out of it, or any part of it and included in the products-completed operations hazard. This exclusion does not apply: (1) If the damaged work, or the work out of which the damage arises, was performed on the Named lnsured's behaH by a subcontractor; or CNA74705XX (1-15) Page 5 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP , INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyrght CNA Al Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Its pe1mlsslon. CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement (2) If the cause of loss to the damaged work arises as a result of: (a) fire; (b) smoke; (c) collapse; or (d) explosion. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 Is the most the Insurer will pay under Coverage A for the sum of damages arising out of any one occurrence because of property damage to your product and your work that is caused by fire, smoke, collapse or explosion and Is Included within the product-completed operations hazsd. This sublimit does not apply to property damage to your work If the damaged work, or the work out of which the damage arises, was performed on the Named lnsured's behalf by a subcontractor. C. This Broadened Liability Coverage For Damage To Your Product And Your Work Provision does not apply if an endorsement of the same name is attached to this policy. 7. CONTRACTUAL LIABILITY -RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of Insured conlract Is replaced by the following: Insured Contract means: 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 to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner is not an Insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named lnsured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named lnswed assumes the tort liability of another party to pay for bodlly Injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 8. ELECTRONIC DATA LIABILITY CNA74705XX (1-15) Page 6 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP , INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: copyright CNA All RlghlS Reserved. Includes copyrlghled material of Insurance Services Office, Inc., with Its permission. 8 0 0 0 iiiiii - ;a CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement A. Under COVERAGES, Coverage A -Bodlly Injury mid Property Damage Llablllty, the paragraph entitled Excluslons is amended to delete exclusion p. Electronic Data and replace It with the following: This insurance does not apply to: p. Access Or Disclosure Of Confidential Or Personal Information And Data-related Llabillty Damages arising out of: (1) any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data that does not result from physical injury to tangible property. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of bodily lnJury. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relation expenses or any other loss, cost or expense incurred by the Named Insured or others arising out of that which is described in Paragraph (1) or (2) above. B. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most the Insurer will pay under Coverage A for all damages arising out of any one occurrence because of property damage that results from physical injury to tangible property and arises out of electronic data. C. The following definition is added to DEFINITIONS: Electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (Including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purpose of the coverage provided by this ELECTRONIC DATA LIABILITY Provision, the definition of property damage in DEFINITIONS is replaced by the following: Property damage means: a. Physical injury to tangible property, Including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical Injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the occurrence that caused It; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate electronic data, resulting from physical injury to tangible property. All such loss of electronic data shall be deemed to occur at the time of the occurrence that caused it. For the purposes of this insurance, electronic data is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the $100,000 limit provided by this ELECTRONIC DATA LIABILITY Provision is part of, and not in addition to, that higher limit. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for CNA74705XX (H5) Page 7of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA An ~his Reserved. lndudes copyrighted materlal of Insurance Services Office, Inc., with Rs permission. -----·--·-----~ --------.. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement claims arising solely out of their capacity or status as such and, in the case of a spouse, where such clalm seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, hair, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural parson Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. 10. EXPECTED OR INTENDED INJURY -EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A -Bodily Injury and Property Damage Llabllity, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A. For each construction project away from premises the Named Insured owns or rents, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown In the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Cov•age A, except damages because of bodily Injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B. All: 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the products-completed operations hazard is provided, any payments for damages because of bodlly lnJury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. CNA74705XX (1-15) Page 8 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP , INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All AlghlS Reserved. Includes copyrlltllecl ITBtertal of Insurance Services Ofllce, Inc .• with Its permission. 0 0 0 g ;;;;;;;;;;;; - -iiiiii = CNA PARAMOUNT Contractors• General Liability Extension Endorsement E. If a single construction project away from premises owned by or rented to the Insured has been abandoned and then restarted, or If the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named lnslD'ed, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily lnJury that arises out of a heahh cae Incident: A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily Injury provided that the professional health care services are incidental to the Named Insured'• primary business purpose, and only If: (1) such bodily Injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily Injury first occurs during the policy period. All bodily Injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and ,. B. Under COVERAGES, Coverage A -Bodily lnJury and Property Damage Llablllty, the paragraph entitled Excluslons Is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily lnJury arising from a haallh care lncldWlt Is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). II. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured'• actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. Iii. add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud CNA747O5XX (1-15) Page 9 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC • Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyrfgnt CNA All Rights Reserved. Includes copyrighted mater1al ot Insurance Services Office, Inc .• wllh Its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: I. add the following definitions: Health care incident means an act, error or omission by the Named lnsured's employees or volunt..- workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplles or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; •• Paramedic; ,. Dentist; g. Physical therapist; h. Psychologist; L Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care Incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; Ill. amend the definition of lnswed to: a. add the following: the Named lns .. ed's employees are Insureds with respect to: (1) bodily Injury to a co-employee while in the course of the co-employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; and CNA74705XX (1-15) Page 10 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP , INC • Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyrtghl CNA All Rights Reserved. Includes copyrighted material of Insurance Servtces Office, Inc., with Its permission. ----= CNA PARAMOUNT Contractors• General Liability Extension Endorsement (2) bodily lnlwy to a volunteer worker while performing duties related to the conduct of the Named lns..-ed's business; when such bodily injury arises out of a health care incident. the Named lnsured's volunteer workers are Insureds with respect to: (1) bodily lnfury to a co-volunteer worker while performing duties related to the conduct of the Named lnsured's business; and (2) bodily Injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named lnsured's business; when such bodily Injury arises out of a heahh care Incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES/ PARTNERSHIP/ LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: 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, except that if the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the polcy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising Injury occurred prior to such termination date, and the personal and advertising Injury arising out of such offense first occurred after such termination date; b. the bodily Injury or property dmnage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; and It the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) Insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily Injury, property damage or personal and advertising Injury that would otherwise be covered under the Contractors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolldatad (wrap-up) insurance program. 15. LEGAL LIABILITY -DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: CNA74705XX (1-15) Page 11 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP , INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA AD Rights Aese1118d. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement J. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors. working directly or Indirectly on the Named lnsured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on It. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire} to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as desa-ibed in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage Included In the products-completed operations hazard. Paragraphs (3) and (4) of this exclusion do not apply to property damage to: I. tools, or equipment the Named Insured borrow~ from others, nor ii. other personal property of others in the Named lnsured's care, custody or control while being used In the Named lnsured's operations away from any Named lnsured"s premises. However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during such property's installation, fabrication, or erection; b. property that is mobile equipment leased by an Insured; c. property that Is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. CNA74705XX (1-15} Page 12 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC • Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Reserved. Includes copyrlghled material of Insurance Services Office, Inc., with Its permission. 8 0 8 = -=== iiiiiii = CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Llablltty, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named lnsured's care, custody or control, while being used in the Named lnsured's operations away from any Named lnsured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Ranted To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while ranted to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured tor a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1XaKII) of the Other Insurance Condition is deleted and replaced by the following: (Ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named lnsla'ed with the permission of the owner; or for personal property of others in the Named lns..-ed's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A -Bodlly Injury and Property Damage Llablllty, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C -Medlcal Payments for all medical expenses because of bodily inlury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount Is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit CNA74705XX (1-15) Paga 13 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP ' INC. Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights AeseMld. Includes copynghtecl material of Insurance Services Office, Inc., with Its permlselon. CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement B. Under COVERAGES, the Insuring Agreement of Coverage C -Medical Payments Is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON-OWNED AIRCRAFT Under COVERAGES, Coverage A -Bodlly ln)ury and Property Damage Liablllty, the paragraph entitled Exclusions Is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON-OWNED WATERCRAFT Under COVERAGES, Coverage A -Bodily Injury and Property Damage Liabillly, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of persoi'lal and advertising ln)ury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B -Personal and Advertising lnJury Llablllty, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Vlolatlon Of Rights Of Another and replace it with the following: This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising lnJury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would Inflict personal and advertising lnJury. This exclusion shall not apply to discrimination or humiliation that results In injury to the feelings or reputation of a natural person, but only If such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured Is a limited liability company) of the Named Insured. 2. add the following exclusions: CNA74705XX (1-15) Page 14 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP I INC • Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Servlees Onlce, Inc., wtth Its permission. ,. 8 0 8 -- CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement This Insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any ln8la'ed. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDmONAL INSURED of this endorsement; or attachment of an additional Insured endorsement to this Coverage Pat. This PERSONAL AND ADVERTISING INJURY-DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B -P•sonal and Advertising Injury Llablllty, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Llablllty. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS -COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the i11formation the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the Interests of the Insured and the Interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that lndemnltee, necessary litigation expenses Incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising Injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY -CONTRACTUAL LIABILITY Provision does not apply H Coverage B -P•sonal and Advertising lnlury Llablllty Is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY -CONTRACTUAL UABILllY Provision does not apply to any person or organization who otherwise qualifies as an additional Insured on this Coverage Part. 22. PROPERTY DAMAGE -ELEVATORS A. Under COVERAGES, Coverage A -Bodily Injury and Property Damage Llabillty, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. CNA74705XX (1-15) Page 15 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP' INC. Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Fights ReseMld. Includes copyrighted material of Insurance Services OHlce, Inc., with Its permission. CNA CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE -ELEVATORS Provision, the other Insurance conditions Is amended to add the following paragraph: This Insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS-COVERAGES A AND Bis amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of ball bonds and replace It with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named lnswed unintentionally fails to disclose all existing hazards at the inception date of the Named lnsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer or Rights or Recovery Against others To Us Is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: • 1. the Named lnsured's ongoing operations; or 2. your work included In the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. Is In effect or becomes effective during the term of this Covwaga Part; and 2. was executed prior to the bodily iniury, property damage or personal and advertising Injury giving rise to the claim. 26. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project In the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) Insurance program by applicable state statute or regulation. If the endorsement EXCLUSION -CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) Insurance program project in which the Nmned Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily Injury, property damage, or personal or advertising ln)ury that occurs during the Named lnsured's ongoing operations at the project, or during such operations of anyone acting on the Named lnsured's behalf; nor CNA74705XX (1-15) Page 16 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER -GROUP , INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Alghts Reserved. Includes copyrighted maler1al of Insurance Services Office, Inc., With Its permission. 0 0 0 8 -- CNA CNA PARAMOUNT Contractors• General Liability Extension Endorsement 2. Bodily Injury or property damage included within the productM:omplatad operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other lnsa.ance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named ln8Wed as a result of the Named Insured being a participant in a consolidated (wrap-up) Insurance program, but only as respects the Named lnswed's involvement in that consolidated (wrap-up) Insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) Insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Rasldantlal structure also does not include hospitals or prisons. This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional Insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and Is for attachment to the Polley Issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74705XX (1-15) Page 17 of 17 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC . Policy No: 6046226841 Endorsement No: 1 Effective Date: Copyright CNA All Rights Ae98rved. Includes copy~ghted material of Insurance Services Office, Inc., with Its permission. 0 g 0 0 -- CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED Is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily Injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodlly Injury or property damage included in the products-completed operations hazard, and only If: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But If the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG201 0, or under the 10- 01 edition of CG2037; or B. additional insured coverage with •arising out ot• language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to Include as an Insured any person or organization whom you are required by written contract to add as an additional Insured on this coverage part, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of your work that Is subject to such written contract. Ill. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such adcitional insured with: A. coverage broader than required by the written contract; or B. a higher limit of Insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising Injury arising out of: A. the rendering 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; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Page 1 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP ' INC • Policy No: 6046226841 Endorsement No: 3 Effective Date: 3/15/2019 Copyright CNA All Rights Reselll8d. Includes copyrighted material of Insurance Services Office, Inc., with Its permission. CNA CNA PARAMOUNT Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement,· the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or SUit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. · give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional Insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a clalm from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEl:INITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes affective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising Injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-18) Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: GLOBAL POWER GROUP, INC . Policy No: 6046226841 Endorsement-No: 3 Effective Date: Copyright CNAA~ Rights Reserved. Includes copyrighted material of Insurance SeJV!ces Office, Inc., with Its permtsston. ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ Acct# 2524712 4/17/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Willis of Greater Kansas City Inc. fA~~N,t Cv"• 844-290-4908 Irie~ No): 5700 W 112th Street, Ste. 100 E-MAIL Overland Park, KS 66211 ADDRESS: BBSlcerts@locktonaffinity.com INSURE RISI AFFORDING COVERAGE NAIC# INSURER A: Ace American Insurance Co. 22667 INSURED INSURER B: Barrett Business Services, Inc. UC/F GLOBAL POWER GROUP, INC. INSURER C: 8100 NE Parkway Drive, Ste. 200 INSURER D: Vancouver, WA 98662 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 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. INSR TYPE OF INSURANCE ADDL SUBR '~~Ji\%~, ,~~~J%TMY, LTR , ,.,~n 1 .. n,n POLICY NUMBER LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ ~ □ CLAIMS-MADE □ OCCUR ~~~~~iJ9E~E~,;;;>ence\ $ MED EXP (Any one person) $ ~ PERSONAL & ADV INJURY $ ~ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO-□LOG POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY fE~~~b~~~?NGLE LIMIT $ ~ ANY AUTO BODILY INJURY (Per person) $ ~ ALL OWNED ~ SCHEDULED AUTOS AUTOS BODIL y INJURY (Per accident) $ ~ ~ NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS /Per accident' $ ~ ~ $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY X STATUTE ER Y/N A ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A X 5/1/2019 E.L. EACH ACCIDENT $ 2.000,000 OFFICER/MEMBER EXCLUDED? C66018660 5/1/2020 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 2,000,000 ~~;~~rt-¥~t~ ~fdPERATIONS below E L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Carlsbad/CMWD Clo EXIGIS Insurance Compliance Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED P.O. Box 4668 -ECM #35050 IN ACCORDANCE WITH THE POLICY PROVISIONS. New York, NY 10163-4668 AUTHORIZED REPRESENTATIVE ~ /Is~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured Barrett Business Services, Inc. L/C/F GLOBAL POWER GROUP, INC. 8100 NE Parkway Drive, Ste. 200 Vancouver, WA 98662 Policy Period 5/1/2019 TO 5/1/2020 Issued By (Name of the Insurance Company) Ace American Insurance Co. Endorsement Number Policy Number Symbol: Number: C66018660 Effective Date of Endorsement 5/1/2019 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: 3. Premium: The premium charge for this endorsement shall be INCLUDED 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: INCLUDED Authorized Agent WC 99 03 22 AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR GENERATOR MAINTENANCE SERVICES GLOBAL POWER GROUP, INC. PEM1237 This Amendment No. 3 is entered into and effective as of the j.,)I\.~ day of ::Sl&\ ~· , 2018, extending the agreement dated July 30, 2015 (the "Agreement~ y 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 maintenance services. RECITALS A On June 30, 2017, the Parties executed Amendment No. 2 to the Agreement to extend and fund the original Agreement; and B. On June 7, 2016 the Parties executed Amendment No.1 to the Agreement to extend and fund the original Agreement; and C. The Parties desire to extend the Agreement for a period of one (1) year. 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 one (1) year ending on July 30, 2019 on a time and materials basis not-to exceed fifty thousand dollars ($50,000). 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. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 B PEM1237 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. By: CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY:----~----=--- Deputy City Attorney City Attorney Approved Version 1 /30/13 2 GLOBPOW-01 MANDY ACORD CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) ~ 03/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Snapp & Associates Insurance Services rA~gNJo, Ext): (619) 908-3100 I rt2, No):(619) 908-3110 438 Camino Del Rio S Ste 112 San Diego, CA 92108 i~J'J~ss: Service@snappins.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Vallev Forae Insurance Co. 20508 INSURED INSURER B: Continental Casualty Company 20443 Global Power Group, Inc. INSURER c: Continental Insurance Companv 35289 Sal Ceballos INSURER D: Hartford Fire Insurance Co. 19682 12060 Woodside Ave Lakeside, CA 92040 INSURER E: Tokio Marine Specialty Ins Co 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 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DDNYYYl IMM/DDNYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -D CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED 100,000 X 6046226841 03/15/2018 03/15/2019 PREMISES (Ea occurrence) $ MED EXP (Anv one oersonl $ 0 - PERSONAL & ADV INJURY $ 1,000,000 - 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ Fl POLICY 0 ~~8-f DLOC PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 /Ea accidentl $ x ANY AUTO 6045999519 03/15/2018 03/15/2019 BODILY INJURY (Per oerson) $ --OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ --HIRED NON-OWNED fp~?~&:~d~t?AMAGE $ -AUTOS ONLY -AUTOS ONLY $ C X UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 10,000,000 - EXCESS LIAB CLAIMS-MADE 6045999522 03/15/2018 03/15/2019 AGGREGATE $ 10,000,000 OED I X I RETENTION $ 0 $ WORKERS COMPENSATION I PER I /OTH-AND EMPLOYERS" LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE -POLICY LIMIT $ D Equipment Floater 72UUMZN8594 03/15/2018 03/15/2019 Rented Eq 1,000,000 E Pollution Liability PPK1791990 03/15/2018 03/15/2019 Pollution 5,000,000 .I DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remar1<s Schedule, may be attached if more space is requir1 Re: Operations of the named insured subject to the terms and conditions of the policy. The City of Carlsbad, its o icials, employees and volunteers are named additional insured per the attached endorsement. 30* days notice of cancellation, 10• days notice of cancellation in the event of nonpayment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Services P.O. Box 4668 -ECM #35050 New York, NY 10163 AUTHORIZED REPRESENTATIVE I Jfil/Uf./L c~· ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD C'NA Policy No.: 6046226841 G-18652-J (Ed. 07-12) CONTRACTORS' GENERAL LIABILITY EXTENSION ENDORSEMENT It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. The changes this endorsement makes do not apply with respect to any coverage that has been excluded or amended by another endorsement attached to this policy. SCHEDULE Coverage is summarized below. For particulars and limitations affecting each coverage, please refer to the corresponding policy provisions in the body of this endorsement. 1. Additional Insureds Seven additional insured extensions. 2. Bodily Injury -Expanded Definition 3. Broad Knowledge of Occurrence/ Notice of Occurrence 4. Broad Named Insured 5. Broadened Liability Coverage For Damage To "Your Product'' And "Your Work" Limit: $100,000. 6. Contractual Liability-Railroads Expanded definition of "insured contract." 7. Contractual Liability For Personal And Advertising Injury 8. Electronic Data Liability Loss of Electronic Data Limit: $100,000. 9. Expanded Personal And Advertising Injury -Discrimination Or Humiliation 10. Expected Or Intended Injury Reasonable force -"bodily injury'' or "property damage." 11. General Aggregate Limits Of Insurance -Per Project 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies Coverage for your interest in such terminated or ended organizations. 15. Legal Liability/Alienated Premises/Borrowed Equipment Coverage Extended perils. Default limit increased to $500,000 for Damage to Premises Rented To You. $25,000 limit for "property damage" to borrowed tools or equipment at a jobsite. 16. Liberalization Clause 17. Liquor Liability Coverage Extension 18. Medical Payments Limits increased to $15,000. Reporting increased to three years from the date of accident. 19. Non-owned Aircraft Coverage 20. Non-owned Watercraft Increased to 75 feet. 21. Primary And Non-Contributory To Other Insurance 22. Property Damage -Elevators 23. Supplementary Payments Cost of bail bonds increased to $5,000. Daily loss of earnings increased to $1,000. 24. Unintentional Failure To Disclose Hazards 25. Waiver of Subrogation -Blanket Waiver of subrogation where required by written contract or written agreement. 26. Wrap-Up Extension G-18652-J (Ed. 07-12) Page 1 of 12 Copyright, CNA All Rights Reserved. C'NA 1. ADDITIONAL INSURED SECTION II -WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs A. through G. below whom you are required to add as an additional insured on this policy under a written contract or written agreement, provided the written contract or written agreement: i. Is currently in effect or becomes effective during the term of this policy; and ii. Was executed prior to the "bodily injury," "property damage" or "personal injury and advertising injury" for which the additional insured seeks coverage. However, we will not provide the additional insured any broader coverage or any higher limit of insurance than the least that is: a. The maximum permitted by law; b. Required in the written contract or written agreement; c. Afforded to you under this policy; or d. Described in the applicable paragraphs A. through G. below. A. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: 1. Their financial control of you; or 2. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owner's liability as co-owner of such premises. C. Lessor -Equipment 1. Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. G-18652-J (Ed. 07-12) Page 2 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. D. Lessor -Land An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. E. Lessor -Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. F. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. G. State or Governmental Agency or Subdivision or Political Subdivisions A state or governmental agency or subdivision or political subdivision subject to the following provisions: 1. This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or Copyright, CNA All Rights Reserved. C'NA political subdivision has issued a permit or authorization in connection with premises you own, rent, or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. The construction, erection, or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. 2. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. 3. This insurance does not apply to: a. "Bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products- completed operations hazard." A governmental permit which requires you to add the governmental entity as an additional insured will trigger this Provision 1. as if the permit were a written contract. 2. BODILY INJURY -EXPANDED DEFINITION SECTION V-DEFINITIONS, the definition of "bodily injury'' is changed to read: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. 3. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Condition 2. Duties in The Event of Occurrence, Offense, Claim or Suit of SECTION IV - COMMERCIAL GENERAL LIABILITY G-18652-J (Ed. 07-12) Page 3 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) CONDITIONS is amended to add the following provIsIons: A. BROAD KNOWLEDGE OF OCCURRENCE You must give us or our authorized representative notice of an "occurrence," offense, claim, or "suit" only when the "occurrence," offense, claim or "suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. B. NOTICE OF OCCURRENCE Your rights under this Coverage Part will not be prejudiced if you fail to give us notice of an "occurrence," offense, claim or "suit" and that failure is solely due to your reasonable belief that the "bodily injury'' or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this "occurrence," offense, claim or "suit" to us as soon as you are aware that this insurance may apply to such "occurrence," offense claim or "suit." 4. BROAD NAMED INSURED A. Any subsidiary or affiliate organization, other than a partnership, joint venture or limited liability company, in which a Named Insured specifically shown in the Declarations has management control, directly or through one or more subsidiary organizations, at the time of loss will qualify as a Named Insured but only if there is no other similar insurance available to such organization, nor similar insurance which would be available but for exhaustion of its limits. For the purpose of this provision, similar insurance means general liability or equivalent insurance, no matter whether its coverage is broader or narrower than that provided by this insurance. But if the only other similar insurance is for a "consolidated (wrap-up) program," then a subsidiary that qualifies as a Named Insured on such project-specific insurance can still qualify as a Named Insured on this insurance, but not for projects covered by the "consolidated (wrap-up) program." [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap-up) program."] Copyright. CNA All Rights Reserved. C'NA B. This endorsement does not apply to any organization for which coverage is excluded by another endorsement attached to this policy. C. Only for the purpose of this endorsement: 1. Management control means: a. Ownership interest representing more than 50% of the voting, appointment, or designation power for the subsidiary organization's governing body; or b. Having the right, pursuant to a written contract, or pursuant to the by-laws, charter, operating agreement, or similar document of a specifically shown Named Insured or controlled subsidiary organization to select, appoint, or designate a majority of the subsidiary organization's governing body. Such contract or document must have been created prior to the time of loss; or c. Having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer and sell property held by a trust. 2. Governing body means the Board of Directors of a corporation. 3. Loss means: a. The occurring of the "bodily injury'' or "property damage"; or b. The committing of the offense that caused the "personal and advertising injury." D. The insurance provided by this policy applies to Named Insureds when trading under their own names, or under such trading names or doing- business-as (OBA) names as any should choose to employ. 5. BROADENED LIABILITY COVERAGE FOR DAMAGE TO "YOUR PRODUCT" AND "YOUR WORK" A. Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete exclusions k. and I. and replace them with the following: [This insurance does not apply to:] k. Damage to Your Product "Property damage" to "your product" arising out of it, or any part of it except when caused by or resulting from: 1 Fire; G-18652-J (Ed. 07-12) Page 4 of 12 (2) Smoke; (3) Collapse; or (4) Explosion. Policy No.: 6046226841 G-18652-J (Ed. 07-12) I. Damage to Your Work "Property damage" to "your work'' arising out of it, or any part of it and included in the "products-completed operations hazard." This exclusion does not apply: (1) If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor; or (2) If the cause of loss to the damaged work arises as a result of: (a) Fire; (b) Smoke; (c) Collapse; or (d) Explosion. B. The following paragraph is added to SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for the sum of damages arising out of any one "occurrence" because of "property damage" to "your product" and ''your work" that is caused by fire, smoke, collapse or explosion and is included within the "product-completed operations hazard." This sublimit does not apply to "property damage" to "your work" if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. C. This Provision 5. Broadened Liability Coverage For Damage To "Your Product" And "Your Work" does not apply if an endorsement of the same name is attached to this policy. 6. CONTRACTUAL LIABILITY -RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of "insured contract" in SECTION V -DEFINITIONS is replaced by the following: "Insured Contract" means: 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 to premises while rented to you or temporarily occupied by Copyright, CNA All Rights Reserved. C'NA you with permIssIon of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 7. CONTRACTUAL LIABILITY FOR PERSONAL AND ADVERTISING INJURY Under SECTION I -COVERAGE B -PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion e. Contractual Liability. This provision 7. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 8. ELECTRONIC DATA LIABILITY A. Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete G-18652-J (Ed. 07-12) Page 5 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) exclusion p. Electronic Data and replace it with the following [This insurance does not apply to:] p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. However, this exclusion does not apply to liability for damages because of "bodily injury." B. The following paragraph is added to SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, $100,000 is the most we will pay under Coverage A for all damages arising out of any one "occurrence" because of "property damage" that results from physical injury to tangible property and arises out of "electronic data." C. The following definition is added to the SECTION V-DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. D. For the purposes of the coverage provided by this endorsement, the definition of "property damage" in SECTION V -DEFINITIONS is replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it; or c. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data," resulting from physical injury to tangible property. All such loss of "electronic data" shall be Copyright, CNA All Rights Reserved. C'NA deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. E. If Electronic Data Liability is provided at a higher limit by another endorsement attached to this policy, then the $100,000 limit provided by this Provision 8. Electronic Data Liability is part of, and not in addition to, that higher limit. 9. EXPANDED PERSONAL AND ADVERTISING INJURY -DISCRIMINATION OR HUMILIATION A. SECTION V -DEFINITIONS is amended to add the following to the definition of "Personal and advertising injury": h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Under SECTION I -COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY, Paragraph 2. Exclusions is amended to add the following additional exclusions: (This insurance does not apply to:] Discrimination Relating To Room, Dwelling or Premises "Personal or advertising injury" caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. G-18652-J (Ed. 07-12) Page 6 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) This provision 9. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 10. EXPECTED OR INTENDED INJURY Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete exclusion a. Expected or Intended Injury and replace it with the following: [This insurance does not apply to:] 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. 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER PROJECT A. For each construction project away from premises you own or rent, a separate Construction Project General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most we will pay for the sum of: B. All: 1. All damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and 2. All medical expenses under Coverage C, that arise from "occurrences" or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project Aggregate Limit of any other construction project 1. Damages under Coverage B, regardless of the number of locations or construction projects involved; 2. Damages under Coverage A, caused by "occurrences" which cannot be attributed solely to ongoing operations at a single construction project, except damages because of "bodily injury" or "property Copyright, CNA All Rights Reserved. C'NA damage" included in the "products- completed operations hazard"; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project Aggregate Limit or the General Aggregate Limit, depending on whether the "occurrence" can be attributed solely to ongoing operations at a particular construction project. D. When coverage for liability arising out of the "products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard," regardless of the number of locations involved will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations. E. If a single construction project away from premises owned by or rented to the insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. F. The provisions of SECTION Ill -LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 12. IN REM ACTIONS Any action in rem against any vessel owned or operated by or for you, or chartered by or for you will be treated in the same manner as though the action were in personam against you. In rem is a term used to designate actions instituted against the thing, as distinct from actions against the person, which are said to be in personam. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE A. With respect only to "bodily injury'' that arises out of a "health care incident," COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY OF SECTION I -COVERAGES is amended to replace Insuring Agreement G-18652-J (Ed. 07-12) Page 7 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to "bodily injury'' only if you are not in the business of providing professional health care services, and only if: (1) The "bodily injury" is caused by an "occurrence" that takes place in the "coverage territory." For the purpose of this insurance: (a) "Bodily injury'' caused by a "health care incident" will be considered caused by an "occurrence"; and (b) All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single "occurrence"; (2) The "bodily injury" occurs during the policy period. All "bodily injury" arising from an "occurrence" will be deemed to have occurred at the time of the first act, error, or omission that is part of the "occurrence"; and B. With respect only to the insurance provided by this Provision 13., Exclusion 2.e. Employer's Liability of SECTION I -COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE, is amended to append the following: Only for "bodily injury" not covered by other liability insurance (including state-sanctioned self insurance) available to the insured (or which would be available but for exhaustion of its limits), this exclusion does not apply to "bodily injury" that arises out of a "health care incident." C. SECTION V -DEFINITIONS is amended to add the following new definition: "Health care incident" means a negligent act, error or omission by your "employees" or "volunteer workers" working on your behalf in the rendering of or failure to render professional health care services in any of the following capacities, or the related furnishing of food, beverages, medical supplies or appliances: a. Physician; b. Nurse; c. Emergency medical technician; d. Paramedic; e. Chiro ractor; Copyright, CNA All Rights Reserved. C'NA f. Dentist; g. Athletic trainer; h. Audiologist; i. Physical therapist; j. Psychologist; k. Speech therapist; I. Other allied health professional; or m. Provider of first aid or Good Samaritan services rendered in an emergency and for which no payment is demanded or received. D. SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to add the following additional exclusions. These new exclusions apply only to this Incidental Health Care Malpractice Coverage: [This insurance does not apply to:] Dishonesty or Crime Any dishonest, criminal or malicious act, error or omission. Clinical Trials/ Product Testing Acts, errors or omissions that occur in the course of human clinical trials or product testing. Medicare/Medicaid Fraud Medicare or Medicaid fraud or abuse. Services Excluded by Endorsement Any "health care incident" for which coverage is excluded by endorsement. E. SECTION V -DEFINITIONS is amended to add the following subparagraph to Paragraph f. of the definition of "insured contract": Paragraph f. does not include that part of any contract or agreement: (4) Under which you assume another's tort liability for "bodily injury'' arising out of the rendering of or failure to render professional health care services. F. SECTION II -WHO IS AN INSURED is amended to add the following provisions: 1. Your "employees" are insureds with respect to: a. "bodily injury" to a co-"employee" while in the course of the co-"employee's" employment by you or while performing G-18652-J (Ed. 07-12) Page 8 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) duties related to the conduct of your business; and b. "bodily injury" to a "volunteer worker'' while performing duties related to the conduct of your business; when such "bodily injury'' arises out of a "health care incident." 2. Your ''volunteer workers" are insureds with respect to: a. "bodily injury" to a co-"volunteer worker'' while performing duties related to the conduct of your business; and b. "bodily injury'' to an "employee" while in the course of the "employee's" employment by you or while performing duties related to the conduct of your business; when such "bodily injury" arises out of a "health care incident." 3. Paragraphs 2.a. (1 )(a), (b) and (c) of SECTION II -WHO IS AN INSURED do not apply to "bodily injury'' for which insurance is provided this Provision 13. 4. Paragraph 2.a.(1 )(d) of SECTION II - WHO IS AN INSURED is deleted. G. With respect to the insurance provided by this Provision 13., the following is added to Paragraph 4.b.(1) of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS: To the extent this insurance applies, it is excess over any of the other insurance (including qualified self insurance), whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. 14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES A. The following is added to SECTION II -WHO IS AN INSURED: 4. You are an insured when you had an interest in a joint venture, partnership or limited liability company which terminated or ended prior to or during this policy period, but only to the extent of your interest in such joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; Copyright, CNA All Rights Reserved. C'NA b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company; or c. To a joint venture, partnership or limited liability company which is or was insured under a "consolidated (wrap- up) insurance program." [Please see Item 26.C. of this endorsement for the definition of "consolidated (wrap-up) program."] B. The last paragraph of SECTION II -WHO IS AN INSURED is deleted and replaced by the following: Except as provided under the Contractors' General Liability Extension Endorsement or by the attachment of another endorsement (if any), 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. 15. LEGAL LIABILITY/ALIENATED PREMISES/ BORROWED EQUIPMENT A. Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: [This insurance does not apply to:] j. Damage to Property "Property damage" to: ( 1) Property you own, rent, or occupy; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it G-18652-J (Ed. 07-12) Page 9 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) Paragraph (2) of this exclusion does not apply if the premises are "your work." Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to tools or equipment loaned to you. A separate limit of insurance applies to such tools or equipment that are damaged while being used in your operations. Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises rented to you or temporarily occupied by you with the permission of the owner, or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION Ill -LIMITS OF INSURANCE. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." B. Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE the last paragraph of Paragraph 2. Exclusions is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner nor to the 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 Ill - LIMITS OF INSURANCE. C. The following paragraph is added to SECTION Ill -LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most we will pay under Coverage A for damages arising out of any one "occurrence" because of "property damage" to tools or equipment loaned to you by others that occurs while the equipment is being used to perform operations. D. Paragraph 6. Damage To Premises Rented To You Limit of SECTION Ill -LIM ITS OF INSURANCE is replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most we will pay under SECTION - I - Copyright, CNA All Rights Reserved. C'NA COVERAGE A for damages because of "property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1 )(a)(ii) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted and replaced by the following: (ii) That is property insurance for premises rented to you, for premises temporarily occupied by you with the permission of the owner; or for personal property of others in your care, custody or control; F. This Provision 15. does not apply if Damage To Premises Rented To You Liability under SECTION - I -COVERAGE A is excluded by endorsement. 16. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage for contractors under this endorsement without an additional premium charge, your policy will automatically provide the additional coverage as of the date the revision is effective in your state. 17. LIQUOR LIABILITY Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended to delete exclusion c. Liquor Liability. This provision 17. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 18. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of SECTION Ill -LIMITS OF INSURANCE is deleted and replaced by the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most we will pay under SECTION - I -COVERAGE C for all medical expenses because of "bodily injury" sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000; or G-18652-J (Ed. 07-12) Page 10 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) (2) The amount shown in the Declarations for Medical Expense Limit. B. Paragraph 1.a.(3)(b) of SECTION I COVERAGE C MEDICAL PAYMENTS, is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and This paragraph B. does not apply to medical expenses incurred in the state of Missouri. 19. NON-OWNED AIRCRAFT Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY. Paragraph 2. Exclusions is amended such that exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. The aircraft is rented to you with a trained, paid crew; and 3. The aircraft does not transport persons or cargo for a charge. 20. NON-OWNED WATERCRAFT Under SECTION I -COVERAGE A-BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions is amended to delete subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft and replace it with the following. [This exclusion does not apply to:] (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or property for a charge. 21. PRIMARY AND NON-CONTRIBUTORY TO OTHER INSURANCE With respect to any person or organization that is an additional insured under this Coverage Part, the following is added to Paragraph 4. of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: If you have agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary and we will not seek contribution from that other insurance. For the purpose of this Provision 21., the additional Copyright, CNA All Rights Reserved. C'NA insured's own insurance means insurance on which the additional insured is a Named Insured. This Provision 21. does not apply in situations where the endorsement on this policy affording coverage to the additional insured specifies that this insurance is excess over any other insurance available to that additional insured. 22. PROPERTY DAMAGE-ELEVATORS A. Under SECTION I -COVERAGE A -BODILY INJURY AND PROPERTY DAMAGE, Paragraph 2. Exclusions is amended such that exclusion k. Damage to Your Product, and subparagraph (3), (4) and (6) of exclusion j. Damage to Property do not apply "property damage" that results from the use of elevators. B. With respect only to the coverage provided by this endorsement, Condition 4. other Insurance in SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add the following subparagraph b.(1 )(a)(v): 4. other Insurance b. Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (v) That is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS A. Under Section I -Supplementary Payments -Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $5,000: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If unintentionally you should fail to disclose all existing hazards at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBGROGATION -BLANKET Under SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS, The Transfer Of Rights Of Recovery Against others To Us Condition is amended by the addition of the following: G-18652-J (Ed. 07-12) Page 11 of 12 Policy No.: 6046226841 G-18652-J (Ed. 07-12) We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of: 1. Your ongoing operations; or 2. "Your work" included in the "products completed operations hazard." However, this waiver applies only when you have agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. Is in effect or becomes effective during the term of this policy; and 2. Was executed prior to loss. 26. WRAP-UP EXTENSION: OWNER CONTROLLED INSURANCE PROGRAM, CONTRACTOR CONTROLLED INSURANCE PROGRAM OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a "consolidated (wrap-up) insurance program" by applicable state statute or regulation: If the endorsement EXCLUSION - CONSTRUCTION WRAP-UP or another exclusionary endorsement pertaining to owner Controlled Insurance Programs (0. C. I. P.) or Contractor Controlled Insurance Programs (C. C. I. P.) is attached to this policy, then the following changes apply: A. The following wording is added to the endorsement: With respect to a "consolidated (wrap-up) insurance program" project in which you are or were involved, this exclusion does not apply to those sums you become legally obligated to pay as damages because of: 1. "Bodily injury," "property damage," or "personal or advertising injury" that occurs during your ongoing operations at the project, or during such operations of anyone acting on your behalf; nor 2. "Bodily injury" or "property damage" included within the "products-completed operations hazard" that arises out of those portions of the project that are not "residential structures." B. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS is amended to add Copyright, CNA AJI Rights Reserved. C'NA the following subparagraph 4.b.(1 )(c) to Condition 4. other Insurance: [This insurance is excess over:] (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to you as a result of your being a participant in a "consolidated (wrap-up) insurance program," but only as respects your involvement in that "consolidated (wrap-up) insurance program." C. SECTION V -DEFINITIONS is amended to add the following definition: "Consolidated (wrap-up) insurance program" means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (0. C. I. P.) or All other terms and conditions of the Policy remain unchanged. Policy No.: 6046226841 G-18652-J (Ed. 07-12) Contractor Controlled Insurance Program (C.C. I.P.). "Residential structure" means any structure where 30% or more of the square foot area is used or is intended to be used for human residency including but not limited to single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments and also includes their common areas and/or appurtenant structures (including pools, hot tubs, detached garages, guest houses or any similar structures). When there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels, or motels. Residential structure also does not include hospitals or prisons. This provision 26. does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. G-18652-J (Ed. 07-12) Page 12 of 12 Material used with permission of ISO Properties, Inc Copyright, CNA All Rights Reserved. AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR GENERATOR MAINTENANCE SERVICES GLOBAL POWER GROUP INC. PEM1237 This Amendment No. 2 is entered into and effective as of the � day of '::-J\AN.. , 2017, extending and amending the agreement dated July 30, 2015 (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 maintenance services. RECITALS A.On June 7, 2016 the Parties executed Amendment No. 1 to the Agreement toextend and fund the original Agreement; and B.The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.That the Agreement, as may have been amended from time to time, is herebyextended for a period of one ( 1) year ending on July 30, 2018 on a time and materials basis not­ to-exceed fifty thousand dollars ($50,000). 2.All other provisions of the Agreement, as may have been amended from time totime, will remain in full force and effect. 3.All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /II Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 PEM1237 4.The individuals executing this Amendment and the instruments referenced in it onbehalf 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 GLOBAL POWER GROUP INC., a Delaware corporation By: CITY OF CARLSBAD, a municipal corporation of the State of California By: /4/v4fcuLf/1tZ.V-:�et .f�-{_ (print name/title) evlnCrawto(d City Manager By: (sign here) (�� C�Jk') CfD (print name/title) City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1 /30/13 2 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR GENERATOR MAINTENANCE SERVICES GLOBAL POWER GROUP INC. PEM1237 Jhis Amendment No. 1 is entered into and effective as of the ]tfh day of 1~ V'\...L. , 2016, extending and amending the agreement dated July 30, 2015 (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 maintenance services. RECITALS A. The Parties desire to alter the Agreement's scope of work to add generator maintenance service for the recently constructed Fire Station 3 located at 3465 Trailblazer Way in Carlsbad; remove generator maintenance service at the original Fire Station 3 located at 3701 Catalina Dr. in Carlsbad; and remove the repair work for various facilities from the scope of work; and B. The Parties desire to extend and fund the Agreement for a period of one (1) year; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibits "A-C", Scope of Services, Preventative Maintenance Cost of Services, and Manner of Performing Services. 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 Exhibits "A-C". With this Amendment, the total annual Agreement amount shall not exceed fifty thousand dollars ($50,000.00). 2. City will pay Contractor for all work associated with those services described in Exhibits "A-C" on a time and materials basis not-to-exceed fifty thousand dollars ($50,000.00). 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 Exhibits "A-C" by July 30, 2017. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill Ill City Attorney Approved Version 1/30/13 PEM1237 7. 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 GLOBAL POWER GROUP INC., a Delaware corporation By: "''. ·~ ·~..._,,, --··' ''"'~""--·"."', e-"'·"'""'o!i'.,-..•-;1,.-oP'~ (print name/title) (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California K City Manager ATTEST: BARB City Cieri{ If required by City, proper notarial acknowledgment of execution by Contractor must be attached . .!f..§. 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 Deputy City Attorney City Attorney Approved Version 1/30/13 2 PEM1237 EXHIBIT "A" SCOPE OF SERVICES AND FEE City of Carlsbad, in February 2016, commissioned the new Fire Station 3 located at 3465 Trailblazer Way, Carlsbad, CA 92010. As a result, the original Fire Station 3, located at 3701 Catalina Dr., Carlsbad, CA 92010 will cease to serve as an operational Fire Station and end generator services. Item 1: Add Generator Maintenance Service to Agreement: New Fire Station 3, located at 3465 Trailblazer Way, Carlsbad, CA 92010. Services of Kohler generator (model number 150REOZJF) with all original agreed upon services per existing agreement including but not limited to: 150Kw Inspection Service (PM Level-l), Annual Services (Level-11), One (1) Hour Load Bank Testing, Fuel Polishing (250 Gallons Tank Capacity), and Fuel Sample Testing. Services starts March 1, 2016. Item 2: Remove Original Generator Maintenance Service from Agreement: Original Fire Station 3, located at 3701 Catalina Dr., Carlsbad, CA 92010 will cease and desist all generator related services. Services ends February 29, 2016. Item 3: Remove All Repair Work from the Agreement. ITEM UNIT QTY ·. OESCRIPTION PRICE Extended NO. Annual Price 1 LS 12 Add Generator Maintenance Services Fire Station 3 $290.08/mo. $3,480.96 2 LS -12 Remove Generator Maintenance Services Fire Station 3 -$150.00/mo. -$1,800.00 3 LS -1 Remove Cost of Parts and Materials for Repairs $4,060.00/yr. -$4,060.00 Per 4 Hr -100 Remove Cost of Labor for Repairs $110.00 -$11 ,000.00 Per 5 Hr -25 Remove Cost of Labor for Emergency Repairs $220.00 -5,500.00 Total -$18,879.00 Ill Ill City Attorney Approved Version 1/30/13 3 PEM1237 EXHIBIT "B" PREVENTATIVE MAINTENANCE COST OF SERVICES Item No. Description *Estimat~d Unit Price Annual Total " Quantity and Units CITY HALL $237.00 $2,844.00 1. Preventative Lump Sum per X 12 (Extended Amount) Maintenance Month FARADAY CENTER $317.00 $3,804.00 2. Preventative Lump Sum per X 12 (Extended Amount) Maintenance Month DOVE LIBRARY $317.00 $3,804.00 3. Preventative Lump Sum per X 12 (Extended Amount) Maintenance Month FIRE STATION #1 $237.00 $2,844.00 4. Preventative Lump Sum per X 12 (Extended Amount) Maintenance Month FIRE STATION #5 $237.00 $2,844.00 5. Preventive Lump Sum per X 12 (Extended Amount) Maintenance Month FIRE STATION #3 $290.08 $3,480.96 6. Preventive Lump Sum per X 12 (Extended Amount) Maintenance Month FIRE STATIONS #2, #4 $450.00 $5,400.00 &#6 Lump Sum per X 12 (Extended Amount) 7. Preventive Month Maintenance SENIOR CENTER $237.00 $2,844.00 8. Preventive Lump Sum per X 12 (Extended Amount) Maintenance Month FLEET OPERATIONS $237.00 $2,844.00 9. Preventive Lump Sum per X 12 (Extended Amount) Maintenance Month City Attorney Approved Version 1/30/13 4 PEM1237 Item No. Description *Estimated. 1· Unit Price Annual Total Quantity anti Units CALAVERA 10. COMMUNITY CENTER $237.00 $2,844.00 Preventive Lump Sum per X 12 Maintenance Month (Extended Amount) STAGECOACH 11. COMMUNITY CENTER $237.50 $2,850.00 Preventive Lump Sum per X 12 Maintenance Month (Extended Amount) SAFETY CENTER $317.00 12. Preventive Lump Sum per X 12 $3,807.00 Maintenance Month (Extended Amount) TOTAL Annual Preventative $40,206.96 Maintenance (Annual Amount) City Attorney Approved Version 1/30/13 5 PEM1237 EXHIBIT "C" CITY OF CARLSBAD BID 11-02 GENERATOR MAINTENANCE SERVICES MANNER OF PERFORMING SERVICES PART I GENERAL SPECIFICATIONS DEFINITIONS Whenever the following terms are used in this agreement, they shall have the following meaning: A. "BID ITEM"-Individual items of work in the CONTRACTOR'S bid at an agreed price for the work. B. "CITY" -The CITY of Carlsbad, California. C. "CITY MANAGER"-The fully appointed CITY MANAGER of the CITY or his authorized representative. D. "CONTRACT ADMINISTRATOR"-The PUBLIC WORKS DIRECTOR'S designee for bidding, awarding and administering the CONTRACTOR'S work under this agreement. E. "CONTRACTOR" -The managing individual of the contracting entity or his authorized employees or representatives. F. "FULLY OPERATIONAL"-In a condition to undertake the function to adequately run as a standby Generator. G. "PERIODIC INSPECTION" -Routinely scheduled or randomly noticed inspection or audit conducted by CITY. H. "PREVENTATIVE MAINTENANCE"-Work specified in the preventative maintenance schedule of this agreement that consist of work performed by the Contractor at a fixed price cost. City Attorney Approved Version 1/30/13 6 PEM1237 I. "PUBLIC WORKS DIRECTOR" -The official designated as the Public Works Director of CITY, or any of his authorized representatives. 1.00 STANDARDS OF WORK AND CONTRACTOR RESPONISBILITY 1.01 The CONTRACTOR shall perform the work described herein in a thorough and professional manner so that the City of Carlsbad is provided with reliable and high quality Generator Maintenance services at all times. 1.02 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, all labor, tools, equipment, parts and materials necessary, unless specifically excluded herein, to perform preventative maintenance at the Bid Item price. 1.03 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, tools and equipment necessary, unless specifically excluded herein, to perform authorized maintenance at the Bid Item price for Labor. Cost of parts shall be paid at the CONTRACTOR'S invoice cost for parts plus the percentage of markup indicated in this bid. 1.04 The CONTRACTOR'S forces shall leave work areas free of all dirt, litter, lubricants, or other materials utilized to perform maintenance services. The CONTRACTOR shall erect barricades, warning signs and any other devices to prevent unauthorized access by the public or unauthorized City staff to work areas. 1.05 Generator maintenance shall be performed in accordance with accepted standards for Generator maintenance to the satisfaction of the CONTRACT ADMINISTRATOR or his designee. CONTRACTOR shall immediately respond when notified by CITY to correct unsatisfactory work at no additional charge. 1.06 The CONTRACTOR shall maintain individual maintenance logs listing all work performed under this agreement. These maintenance logs shall be kept in a designated area on each site. Logs shall indicate the date of service, time of service, service performed, the technician performing service and any other information that may affect current or future operation of the Generators. The CONTRACTOR shall report these locations, by address, to CITY'S CONTRACT ADMINISTRATOR, or designee, within 24 hours. (Deductions may be made from the CONTRACTOR'S payments if maintenance tasks are not reported to CITY within the time allowed.) 1.07 The CONTRACTOR shall, during the term of this CONTRACT, respond to all callbacks to the satisfaction of the CONTRACT ADMINISTRATOR, within three (3) hours of notification. Failure to comply with this requirement will result in a reduction in payment to the CONTRACTOR as determined appropriate by the CONTRACT ADMINISTRATOR. 1.08 The CONTRACTOR shall prepare and submit an annual schedule for PREVENTATIVE MAINTENANCE to the CONTRACT ADMINISTRATOR for approval. The City Attorney Approved Version 1/30/13 7 PEM1237 PREVENTATIVE MAINTENANCE schedule shall be adhered to by CONTRACTOR unless deviation from the approve schedule is authorized by the CONTRACT ADMINISTRATOR. 1.09 CONTRACTOR shall, during the term of this CONTRACT, respond to requests for EMERGENCY SERVICES as required, twenty-four (24) hours per day, seven (7) days per week, by dispatching required technicians to the site, within three (3) hours of contact by the CONTRACT ADMINISTRATOR. 2.00 GENERATORS TO BE MAINTAINED 2.01 The service areas, hours of operation, and frequencies of service under the provisions of this CONTRACT are detailed in Appendix "C". 2.02 CONTRACTOR acknowledges personal inspection of the sites and the surrounding areas and has evaluated the extent to which the physical condition thereof will affect the services to be provided. CONTRACTOR accepts the premises in their present physical condition, and agrees to make no demands upon CITY for any improvements or alterations thereof. 3.00 PAYMENT AND INVOICES 3.01 The CONTRACTOR shall present monthly invoices, for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 3.02 The CONTRACTOR'S monthly invoices for PREVENTATIVE MAINTENANCE shall be prepared and submitted in an electronic format, clearly indicating the Purchase Order number, unit price, total work performed and correctly extended totals for each individual BID ITEM or separate item of work. CONTRACTOR shall submit a fully itemized monthly bill to the CONTRACT ADMINISTRATOR, or designee. City Attorney Approved Version 1/30/13 8 PEM1237 Monthly invoices shall be prepared and submitted in the following format: Invoice: Location MONTHLY Maintenance City Hall Faraday Quarterly Maintenance City Hall Faraday Account Number 0015020-XXX 0015020-XXX 0015020-XXX 0015020-XXX EXTRA WORK (Location) (When Pre-Approved) Parts Labor TOTAL COST Monthly Cost $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) 3.03 Separate invoices for approved services beyond scheduled maintenance shall be prepared and submitted separately in an electronic format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices and Purchase Order (PO) number (as such work is contracted independently of this agreement), which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Unless otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete service not detailed in this agreement. 3.04 Labor, parts and equipment rentals for any work beyond the monthly and annual inspection costs should be listed and invoiced separately. Annual inspection costs shall be invoiced for the month that the work is performed. 3.05 Invoices for approved Extra Work shall be in a format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Invoices for Extra Work shall be submitted on separate invoices and reference PO if applicable. Unless otherwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete item of Extra Work. 3.06 Adjustments in payment for changes will be determined by CONTRACTOR proposal and agreement between the CONTRACT ADMINISTRATOR and CONTRACTOR. If unable to reach agreement, CONTRACT ADMINISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following percentages as added costs for the markup of all overhead and profits: a. Materials ...................... 15 b. Equipment Rental. ......... 15 c. Labor to be charged at rates as outlined in Contractor Proposal Exhibit "B". City Attorney Approved Version 1/30/13 9 PEM1237 Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition of the, Labor Surcharge and Equipment Rental Rates published by CAL TRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract. 3.07 In the event the CITY transfers title, maintenance responsibility, or changes service frequency of a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion of the CONTRACT ADMINISTRATOR, may be deleted from the agreement and the CONTRACT sum shall be reduced accordingly. The CONTRACT ADMINISTRATOR may, at his discretion, add new Generators to be maintained and/or require additional maintenance services. The CONTRACTOR shall be compensated for the additional facilities or services that are designated after the date of the commencement of this CONTRACT based on a negotiated bid. Bid costs shall not exceed customary costs of similar equipment as submitted in the REQUEST FOR BIDS or as adjusted in accordance with subsequent amendments to the agreement. The CONTRACT ADMINISTRATOR shall notify the CONTRACTOR of additions, reductions or deletions of areas to be serviced in writing. 3.08 Additional compensation may be authorized at the discretion of the CONTRACT ADMINISTRATOR, subject to CITY budgetary conditions, for work deemed necessary by the CONTRACT ADMINISTRATOR due to extraordinary incidents or circumstances. 4.00 ENFORCEMENT, DEDUCTIONS AND LIQUIDATED DAMAGES 4.01 The CONTRACT ADMINISTRATOR shall be responsible for the enforcement of this CONTRACT on behalf of CITY. In addition to deductions stipulated in other sections of this agreement, the CONTRACT ADMINISTRATOR may enforce deductions in accordance with Section 4.00. 4.02 If, in the judgment of the CONTRACT ADMINISTRATOR, the CONTRACTOR is deemed to be non-compliant with the terms and obligations of the CONTRACT, the CONTRACT ADMINISTRATOR, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from the CONTRACTOR'S invoice for work not performed, and/or deduct liquidated damages. Notification of the amount to be withheld or deducted from payments to CONTRACTOR will be forwarded to the CONTRACTOR by the CONTRACT ADMINISTRATOR in a written notice describing the reasons for said action. The monthly INSPECTION RATING SYSTEM report shall constitute reason for any deductions so imposed. City Attorney Approved Version 1/30/13 10 PEM1237 4.03 The action above shall not be construed as a penalty but as adjustment of payment to CONTRACTOR to recover cost or loss due to the failure of the CONTRACTOR to complete or comply with the provisions of this CONTRACT. 5.00 INSPECTIONS, MEETINGS, & REPORTS 5.01 CITY reserves the right to perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 5.02 The CONTRACTOR or his authorized representative shall meet with the CONTRACT ADMINISTRATOR or his representative on each site at the discretion and convenience of the CONTRACT ADMINISTRATOR, for walk-through inspections. All routine maintenance functions shall be completed prior to this meeting. 5.03 At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his appropriate representative, shall attend meetings and/or training sessions, as determined by the CONTRACT ADMINISTRATOR, for purposes of orientation, information sharing, CONTRACT revision, description of CITY policies, procedures, standards, and the like. 5.04 CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written documentation and/or regular reports as the CONTRACT ADMINISTRATOR deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to the CONTRACT ADMINISTRATOR pertinent information relative to the maintenance, operation, and safety of the Generators. 6.00 EXTRA WORK 6.01 The CITY may award Extra Work to the CONTRACTOR, or to other forces, at the discretion of the CONTRACT ADMINISTRATOR. New or unforeseen work will be classified as "Extra Work" when the CONTRACT ADMINISTRATOR determines that it is not covered by CONTRACT unit prices. Adjustment in payment for Extra Work shall be performed by agreement between the CONTRACT ADMINISTRATOR and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with Section 3.00 and Section 6.00 6.02 If the CONTRACT ADMINISTRATOR determines that the Extra Work can be performed by CONTRACTOR'S present work force, CONTRACT ADMINISTRATOR may authorize modification of the CONTRACTOR'S Routine Operations Schedule or Annual Calendar in order to compensate CONTRACTOR for performing said work. 6.03 Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the City Attorney Approved Version 1/30/13 11 PEM1237 CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 6.04 In the event that CONTRACTOR'S proposal for Extra Work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS BASIS. Invoices for EXTRA WORK on a TIME AND MATERIALS basis are subject to CONTRACTOR markup in accordance with Section 3.04 6.05 When a condition exists which the CONTRACT ADMINISTRATOR deems urgent, the CONTRACT ADMINISTRATOR may verbally authorize the work to be performed up on receiving a verbal estimate from the CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, the CONTRACTOR shall submit a written estimate, consistent with the verbal authorization to the CONTRACT ADMINISTRATOR for approval. 6.06 All Extra Work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 7.00 REGULATORY AGENCY COMPLIANCE 7.01 The CONTRACTOR shall assist the CITY with administering the fulfillment of requirements of the County of San Diego, Air Pollution Control District, Certificates of Registration requirements. 7.02 The CONTRACTOR shall assist the CITY with administering the fulfillment of requirements of the County of San Diego, Department of Environmental Health, Unified Program Facility Permit requirements. 7.03 The CONTRACTOR shall advise the CITY of required inspections, maintenance and services required to satisfy all regulating agencies requirements to insure uninterrupted services of the CITY'S Generators. 7.04 The CONTRACTOR shall maintain all logs required by regulatory agencies. These logs shall be kept at each site and shall contain all required reports or information which may be required by any regulatory agency to insure that the City of Carlsbad is not cited for any violations due to failure to maintain full and complete logs as required. The CONTRACTOR shall be responsible for paying any and all fines or penalties to regulatory agencies caused by failure to maintain complete and accurate records as required by law. In addition to any fines levied, the CONTRACTOR agrees to pay the CITY or have withheld from payments, a sum equaling 15% of any levied fine to compensate the CITY for administrative costs due to the CONTRACTOR'S failure to comply with this provision. City Attorney Approved Version 1/30/13 12 PEM1237 7.05 The CONTRACTOR shall provide these services as PREVENTATIVE MAINTENANCE at the BID ITEM price for each individual location and no additional compensation will be provided. 8.00 CONTRACTOR'S DAMAGES 8.01 All damages incurred to existing facilities by the CONTRACTOR'S operation shall be made whole or replaced, by the CONTRACTOR or by other forces, all at the discretion of the CONTRACT ADMINISTRATOR, all at the CONTRACTOR'S expense. 9.00 COMMUNICATIONS AND EMERGENCY RESPONSE 9.01 The CONTRACTOR shall, during the term of this CONTRACT, maintain a single telephone number, toll free to a San Diego region area code, at which the CONTRACTOR or CONTRACTOR'S responsible employee may be contacted at any time, twenty-four hours per day, to take the necessary action regarding all inquiries, complaints and the like, that may be received from the CONTRACT ADMINISTRATOR or other CITY personnel. For hours beyond a normal 8 AM to 5 PM business day, an answering service shall be considered an acceptable substitute for full time twenty-four hour coverage, provided that the CONTRACTOR responds to the CITY by return call within four (4) hours of the CITY'S original call. 9.02 All requests for emergency services shall require a qualified technician to be dispatched to the required location as soon as possible after notification; but in all cases within three (3) hours, to the satisfaction of the CONTRACT ADMINISTRATOR. If any emergency service request is not responded to in three (3) hours, the CONTRACT ADMINISTRATOR shall be notified immediately of the reason for not meeting the required response time followed by a written report to the CONTRACT ADMINISTRATOR within two (2) working days. 9.03 Whenever immediate action is required to prevent possible injury, death, or property damage, CITY may, after reasonable attempt to notify the CONTRACTOR, cause such action to be taken by alternate work forces and, as determined by the CONTRACT ADMINISTRATOR, charge the cost thereof to the CONTRACTOR, or deduct such cost from any amount due to the CONTRACTOR. This deduction shall include a markup for administrative costs equal to fifteen (15) percent of the actual costs incurred. 9.04 The CONTRACTOR shall maintain a written log of all communications, the date and the time thereof and the action taken pursuant thereto or the reason for non-action. Said log of complaints shall be open to the inspection of the CONTRACT ADMINISTRATOR at all reasonable times. 9.05 CONTRACTOR'S supervisor and foreman shall carry cell phones with a local San Diego region area code. Supervisor and foreman shall respond and be on location within the City of Carlsbad to any call from the CITY within four ( 4) hours at any time, 24 hours City Attorney Approved Version 1/30/13 13 PEM1237 per day. The CITY shall not call CONTRACTOR'S foreman except during normal working hours or in the case of emergency. 1 0.00 SAFETY 10.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the performance of his duties and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents of the CITY, vendors, members of the public or others from foreseeable injury, or damage to their property. CONTRACTOR shall make annual inspections for any potential hazards at said sites and keep a log indicating date inspected and action taken. 10.02 It shall be the CONTRACTOR'S responsibility to inspect, and identify, any conditions(s) that renders any portion of the premises unsafe, as well as any unsafe practices occurring there on. The CONTRACT ADMINISTRATOR shall be notified immediately of any unsafe condition that requires major correction. 10.03 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of any occurrence of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to the CONTRACT ADMINISTRATOR within three (3) calendar days following the occurrence. CONTRACTOR shall cooperate fully with the CITY in the investigation of any such occurrence. 11.00 HOURS AND DAYS OF MAINTENANCE SERVICES 11.01 The acceptable daily hours of services shall be 6:00a.m. to 4:00p.m., Monday through Friday excluding City holidays, which shall be considered normal work hours as may pertain to any other provision of the CONTRACT. 11.02 CONTRACTOR shall provide staffing to perform the required services during the prescribed hours as specified in these contract documents. Any changes in the days and hours of operation heretofore prescribed shall be subject to approval by the CONTRACT ADMINISTRATOR. 11.03 Per State of California Labor Code, CONTRACTOR is directed to the following prescribed requirement with respect to the hours of employment. Eight (8) hours of labor under this CONTRACT shall constitute a legal day's work and said CONTRACTOR shall not require or permit any laborer, worker or mechanic, or any subcontractor employed by him to perform any of the work described herein to labor more than eight (8) hours during any one day or more than forty (40) hours during any one calendar week, except as authorized by State of California Labor Code Section 1815. City Attorney Approved Version 1/30/13 14 PEM1237 12.00 PREVENTATIVE MAINTENANCE SCHEDULES 12.01 The CONTRACTOR shall, within thirty (30) days after the award of bid of this CONTRACT, submit work schedules to the CONTRACT ADMINISTRATOR for review and approval. Said work schedules shall identify required operations and delineate the time frames for performance. An Annual Calendar shall include all required operations that occur less than monthly. A Routine Operations Schedule shall include all tasks required at least monthly. 12.02 The CONTRACTOR shall submit revised schedules when actual performance differs substantially from planned performance, and from time to time as requested by the CONTRACT ADMINISTRATOR. Said revisions shall be submitted to the CONTRACT ADMINISTRATOR for his review and approval, within five (5) working days prior to the original or revised scheduled time for the work, whichever is earlier. 13.00 CONTRACTOR'S STAFF AND TRAINING 13.01 The CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 13.02 In cooperation with the Carlsbad Police Department, CONTRACTOR agrees to, and to pay for, background checks if required by the CONTRACT ADMINISTRATOR on all personnel providing Generator services for this contract. In the event such background check reveals an item, which Carlsbad Police deems a security problem, City may request that such individual be removed from the list of personnel authorized to provide services to the CITY. 13.03 CONTRACTOR'S personnel shall possess the minimum qualifications for the position in which each is working. 13.04 CONTRACTOR shall have a "Local" representative with authority to contractually bind CONTRACTOR in matters, which may arise during this agreement performance period. "Local" in the context of this agreement is defined as the southern California metropolitan area consisting of San Diego, Orange, Los Angeles or Riverside counties. CONTRACTOR shall provide, prior to commencement of work under this Agreement, in writing to the CONTRACT ADMINISTRATOR, a statement indicating by name the specific authority vested in the "Local" representative. CONTRACTOR'S "Local" representative shall be responsible for instructing and training of CONTRACTOR'S personnel in the proper and specified work method and procedures; directing, scheduling, and coordinating all services and functions to completely accomplish the work as required by this Agreement. The "local" representative shall be available for consultation regarding problems on a daily basis at some time during regular working hours (8:00a.m. to 5:00p.m., Monday through Friday). 13.05 Each crew of CONTRACTOR'S employees shall include at least one individual who speaks the English language proficiently. For the purposes of this section a crew is City Attorney Approved Version 1/30/13 15 PEM1237 understood to be any individual worker or group of workers who might service any site without other CONTRACTOR'S supervisory personnel present. 13.06 The CONTRACT ADMINISTRATOR may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR is, in the reasonable belief of the CONTRACT ADMINISTRATOR, detrimental to the interest of the public patronizing the premises. CONTRACTOR shall meet with representatives of the CONTRACT ADMINISTRATOR to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure the CONTRACT ADMINISTRATOR that the conduct and activities of CONTRACTOR'S employees will not be detrimental to the interest of the public patronizing the premises. 13.07 The CONTRACT ADMINISTRATOR may at any time order any of the CONTRACTOR'S personnel removed from the premises when, in the reasonable belief of the CONTRACT ADMINISTRATOR, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or otherwise detrimental to the interest of the CITY or the public patronizing the premises. 13.08 The CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with the CONTRACTOR'S company name and employee name badges as approved by the CONTRACT ADMINISTRATOR. Sufficient changes shall be provided to present a neat and clean appearance of the CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by State Safety Regulations. Brightly colored traffic vests or reflectors shall be worn when personnel are working near vehicular traffic. 14.00 NON-INTERFERENCE-NOISE 14.01 CONTRACTOR shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 14.02 In the event that the CONTRACTOR'S operations must be performed when persons of the public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. 15.00 DRUG AND ALCOHOL FREE WORKPLACE 15.01 The CITY is committed to maintaining a work environment free from the effects of drugs and alcohol consistent with the directives of the Drug Free Workplace Act. As a condition of this agreement, CONTRACTOR and CONTRACTOR'S employees shall assist meeting the requirements of this policy as set forth in the "City of Carlsbad Drug and Alcohol Use Policy" incorporated by reference herein. City Attorney Approved Version 1/30/13 16 PEM1237 15.02 CONTRACTOR agrees that CONTRACTOR and CONTRACTOR'S employees, while performing services for the CITY, on CITY property, or while using CITY equipment will not be in possession of, use, or be under the influence of drugs or alcohol. 15.03 CONTRACTOR has the duty to inform all employees or agents of CONTRACTOR that are performing service for CITY on CITY property or using CITY equipment of the CITY'S objective of a safe, healthful and productive workplace and the prohibition of drug or alcohol possession, use or impairment from same while performing such service for CITY. 15.04 CITY has the right to terminate, or declare this or any other agreement CONTRACTOR has with the CITY in DEFAULT if CONTRACTOR'S employees are determined by the CONTRACT ADMINISTRATOR to have breached the provisions of Section 15 herein as interpreted and enforced pursuant to the provision of the "City of Carlsbad Drug and Alcohol Use Policy". 16.00 ASSIGNMENT OF CONTRACT 16.01 CONTRACTOR shall not assign this contract or any part thereof and or monies due there under without the prior written consent of the CONTRACT ADMINISTRATOR. 17.00 NEGOTIATED BID AND ACCEPTANCE 17.01 The CITY may award work to the CONTRACTOR, at the discretion of the CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated bid and acceptance basis as when the CONTRACT ADMINISTRATOR determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for Work shall be performed by negotiated agreement between the CITY and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with the Vendor's Proposed Cost of Services chart. 17.02 Prior to performing any work, the CONTRACTOR shall prepare and submit a written bid including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S bid by the CONTRACT ADMINISTRATOR. This bid is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 17.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 18.00 TIME AND MATERIALS 18.01 In the event that the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONTRACTOR'S proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. City Attorney Approved Version 1/30/13 17 PEM1237 18.02 The CONTRACT ADMNISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following rates or percentages as added costs for the markup of all overhead and profits: 1) Labor ........... As Stipulated in Vendor's Proposed Cost of Services chart. 2) Materials ...... As Stipulated in Vendor's Proposed Cost of Services chart. 3) Equipment Rental ................... 15% 4) Other Items and Expenditures .... 15% Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition of the Labor Surcharge and Equipment Rental Rates published by CAL TRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract. 18.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 19.00 FUEL AND FLUIDS 19.01 The CONTRACTOR shall provide oil, coolant and all other mandatory operating fluids required to perform PREVENTATIVE MAINTENANCE. Fluids required for PREVANTATIVE MAINTENANCE are included in the BID ITEM price for each location and no other compensation shall be allowed. 19.02 The CONTRACTOR shall provide oil, coolant and all other mandatory operating fluids required to perform maintenance. Fluids required for maintenance may be billed separately at fair market value at the time of service. 19.03 The CONTRACTOR shall provide #2 Diesel Fuel (Bio Diesel and other alternative fuels shall not be allowed) to keep all generators fuel levels to the maximum level allowed by manufacturers specifications. Fuel may be billed separately at the fair market value at the time of delivery. At the discretion of the CONTRACT ADMINISTRATOR, the CONTRACTOR may be issued a miscellaneous fuel card for procurement of Diesel Fuel at the CITY'S fueling station located at 2480 Impala Drive. If the CONTRACTOR utilizes CITY owned fuel for portions of this work, the CONTRACTOR shall not be compensated for transport of fuel to the required locations. The CONTRACTOR agrees that use of CITY owned fuel is included in the BID ITEM price for PREVENTATIVE MAINTENANCE. 19.04 The CONTRACTOR shall remove and legally dispose of all fuel as indicated in the PREVENTATIVE MAINTENANCE schedule. Removal and legal disposal of fuel is included in the BID ITEM price for PREVENTATIVE MAINTENANCE. Afterfuel removal service, the CONTRACTOR shall provide #2 Diesel Fuel (Bio Diesel and other alternative fuels shall not be allowed) to keep all generators fuel levels to the maximum level allowed by manufacturers specifications. Fuel (only) may be billed separately at the fair market value at the time of delivery. City Attorney Approved Version 1/30/13 18 PEM1237 20.00 STORM WATER POLLUTION PREVENTION PLAN 20.01 The CONTRACTOR shall incorporate and comply with all applicable Best Management Practices (BMPs) during the completion of this agreement. All work must be in compliance with the most current San Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code and the City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by reference. 20.02 The CONTRACTOR shall indicate in his bid methods of compliance, equipment utilized to insure compliance, training of staff and experience in compliance with environmental regulations. If in the opinion of the Authority having jurisdiction, 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% markup for administration and overhead. On an annual basis, the CONTRACTOR shall submit for approval to the CONTRACT ADMINISTRATOR, a BMP plan indicating all BMP practices to be used for routine maintenance. City Attorney Approved Version 1/30/13 19 PEM1237 AGREEMENT FOR GENERATOR MAINTENANCE SERVICES GLOBAL POWER GROUP INC. THIS AGREEMENT is made and entered into as of the day of ^Uitj , 2015, by and between the CITY OF CARLSBAD, a municipal corporation, ("Cify"), and GLOBAL POWER GROUP INC., a Delaware corporation, ("Contractor"). RECITALS A. City requires the professional services of a generator maintenance company that is experienced in maintaining generator electrical and mechanical systems. B. Contractor has the necessary experience in providing professional services and advice related to generator maintenance. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such worl^. 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 sl<ill 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 one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) 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 shall not exceed one hundred thousand dollars ($100,000). 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 one hundred thousand dollars ($100,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 4/1/15 PEM1237 6. WAGE RATES The general prevailing rate of wages for each craft or type of worker needed to execute the contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. The contractor to whom the contract is awarded shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the contract. The Prime Contractor shall be responsible for insuring compliance with provisions of section 1777.5 ofthe Labor Code and section 4100 et seq. ofthe Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the fuli 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. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. City Attorney Approved Version 4/1/15 PEM1237 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-iVM"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarteriy listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. City Attomey Approved Version 4/1/15 PEM 1237 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will ailow 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 ofthree (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. City Attorney Approved Version 4/1/15 PEM1237 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Jesse Zunke Name Gerry LaFargue Title PW Supervisor Title Service Contracts Manager Department Public Works - Property Address 12060 Woodside Ave. City of Carisbad Lakeside, CA 92040 Address 405 Oak Ave. Phone No. 619-579-1221 Carisbad, CA 92008 Email glafargue(@gpgpower.com Phone No. 760-434-2992 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding City Attorney Approved Version 4/1/15 PEM1237 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe 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 wili not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe 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 ef 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. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. City Attorney Approved Version 4/1/15 PEM1237 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms ofthe 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. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// City Attorney Approved Version 4/1/15 PEM1237 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR GLOBAL POWER GROUP INC., a Delaware corporation Martorana / President (print name/title) Salvador Ceballos / CFO (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: Kathryn B. Dodson / IntenfrrCity Manager ATTEST: BARBARA ENGV5S0N City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 4/1/15 PEM1237 CITY OF CARLSBAD GENERATOR MAINTENANCE SERVICES BID NO. 11-02 EXHIBIT "A" MANNER OF PERFORMING SERVICES PARTI GENERAL SPECIFICATIONS DEFINITIONS Whenever the following terms are used in this agreement, they shall have the following meaning: A. "BID ITEM" - Indiviclual items of work in the CONTRACTOR'S bid at an agreed price for the work. B. "CITY" - The CITY of Carlsbad, California. C. "CITY MANAGER" - The fully appointed CITY MANAGER of the CITY or his authorized representative. D. "CONTRACT ADMINISTRATOR" - The PUBLIC WORKS DIRECTOR'S designee for bidding, awarding and administering the CONTRACTOR'S work under this agreement. E. "CONTRACTOR" - The managing individual of the contracting entity or his authorized employees or representatives. F. "FULLY OPERATIONAL" - In a condition to undertake the function to adequately run as a standby Generator. G. "PERIODIC INSPECTION" - Routinely scheduled or randomly noticed inspection or audit conducted by CITY. H. "PREVENTATIVE MAINTENANCE" - Work specified in the preventative maintenance schedule of this agreement that consist of work performed by the Contractor at a fixed price cost. City Attorney Approved Version 4/1/15 PEM1237 I. "PUBLIC WORKS DIRECTOR" - The official designated as the Public Works Director of CITY, or any of his authorized representatives. J. "REPAIRS" - Work required to maintain the serviceability of Generators specified under this agreement that are outside the scope of the scheduled PREVENTATIVE MAINTENANCE. REPAIR work must be authorized by the CONTRACT ADMINSITRATOR prior to the CONTRACTOR performance. After hours REPAIRS are work outside of normal business hours as indicated in the Vendor's Proposed Cost of Services Chart and shall be compensated at the Bid Item Rate indicated in the Vendor's Proposed Cost of Services Chart. 1.00 STANDARDS OF WORK AND CONTRACTOR RESPONISBILITY 1.01 The CONTRACTOR shall perform the work described herein in a thorough and professional manner so that the City of Carlsbad is provided with reliable and high quality Generator Maintenance services at all times. 1.02 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, all labor, tools, equipment, parts and materials necessary, unless specifically excluded herein, to perform preventative maintenance at the Bid Item price. 1.03 The CONTRACTOR shall furnish, at CONTRACTOR'S own expense, tools and equipment necessary, unless specifically excluded herein, to perform authorized repairs at the Bid Item price for Labor. Cost of parts shall be paid at the CONTRACTOR'S invoice cost for parts plus the percentage of markup indicated in this bid. 1.04 The CONTRACTOR'S forces shall leave work areas free of all dirt, litter, lubricants, or other materials utilized to perform maintenance services. The CONTRACTOR shall erect barricades, warning signs and any other devices to prevent unauthorized access by the public or unauthorized City staff to work areas. 1.05 Generator maintenance and repair shall be performed in accordance with accepted standards for Generator maintenance and repair to the satisfaction ofthe CONTRACT ADMINISTRATOR or his designee. CONTRACTOR shall immediately respond when notified by CITY to correct unsatisfactory work at no additional charge. 1.06 The CONTRACTOR shall maintain individual repair and maintenance logs listing all work performed under this agreement. These repair and maintenance logs shall be kept in a designated area on each site. Logs shall indicate the date of service, time of service, service performed, the technician performing service and any other information that may affect current or future operation of the Generators. The CONTRACTOR shall report these locations, by address, to CITY'S CONTRACT ADMINISTRATOR, or designee, within 24 hours. (Deductions may be made from City Attorney Approved Version 4/1/15 10 PEM1237 the CONTRACTOR'S payments if maintenance and repair tasks are not reported to CITY within the time allowed.) 1.07 The CONTRACTOR shall, during the term of this CONTRACT, respond to all callbacks to the satisfaction ofthe CONTRACT ADMINISTRATOR, within three (3) hours of notification. Failure to comply with this requirement will result in a reduction in payment to the CONTRACTOR as determined appropriate by the CONTRACT ADMINISTRATOR. 1.08 The CONTRACTOR shall prepare and submit an annual schedule for PREVENTATIVE MAINTENANCE to the CONTRACT ADMINISTRATOR for approval. The PREVENTATIVE MAINTENANCE schedule shall be adhered to by CONTRACTOR unless deviation from the approve schedule is authorized by the CONTRACT ADMINISTRATOR. 1.09 CONTRACTOR shall, during the term of this CONTRACT, respond to requests for REPAIRS, or EMERGENCY REPAIRS as required, twenty-four (24) hours per day, seven (7) days per week, by dispatching required technicians to the site, within three (3) hours of contact by the CONTRACT ADMINISTRATOR. 2.00 GENERATORS TO BE MAINTAINED 2.01 The service areas, hours of operation, and frequencies of service under the provisions of this CONTRACT are detailed in Appendix "C". 2.02 CONTRACTOR acknowledges personal inspection of the sites and the surrounding areas and has evaluated the extent to which the physical condition thereof will affect the services to be provided. CONTRACTOR accepts the premises in their present physical condition, and agrees to make no demands upon CITY for any improvements or alterations thereof. 3.00 PAYMENT AND INVOICES 3.01 The CONTRACTOR shall present monthly invoices, for all work performed during the preceding month. Said invoice shall include all required certifications and reports as specified hereinafter. The invoice shall be submitted on or before the fifth (5th) day of each month in the amount of the compensation to be paid by the CITY for all services rendered by the CONTRACTOR under the terms and conditions of this CONTRACT. Said payment shall be made within thirty (30) days upon receiving the invoices, providing that all work performed during the preceding month has been inspected and accepted by the CONTRACT ADMINISTRATOR and that applicable certifications have been submitted in accordance with the provisions of this CONTRACT. 3.02 The CONTRACTOR'S monthly invoices for PREVENTATIVE MAINTENANCE shall be prepared and submitted in an electronic format, clearly indicating the Purchase Order number, unit price, total work performed and correctly extended totals for each individual BID ITEM or separate item of work. CONTRACTOR shall City Attorney Approved Version 4/1/15 11 PEM1237 submit a fully itemized monthly bill to the CONTRACT ADMINISTRATOR, or designee. Monthly invoices shall be prepared and submitted in the following format: Invoice: Monthly Cost Location MONTHLY Maintenance City Hall Faraday Quarterly Maintenance City Hall Faraday Account Number 0015020-XXX 0015020-XXX 0015020-XXX 0015020-XXX EXTRA WORK (Location) {When Pre-Approved) Parts Labor $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) $(AMOUNT) TOTAL COST $(AMOUNT) 3.03 Separate invoices for approved REPAIRS AND EMERGENCY REPAIRS shall be prepared and submitted in an electronic format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Unless othenwise requested by the CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete REPAIR or EMERGENCY REPAIR. 3.04 Labor, parts and equipment rentals for any work beyond the monthly and annual inspection costs should be listed separately on the invoice. Annual inspection costs shall be invoiced for the month that the work is performed. 3.05 Invoices for approved Extra Work shall be in a format acceptable to the CONTRACT ADMINISTRATOR, including attachments, such as copies of suppliers' invoices, which the CONTRACT ADMINISTRATOR may require to verify CONTRACTOR'S billing. Invoices for Extra Work shall be submitted on separate invoices. Unless othenA/ise requested bythe CONTRACT ADMINISTRATOR, one invoice shall be submitted for each discrete and complete item of Extra Work. 3.06 Adjustments in payment for changes will be determined by CONTRACTOR proposal and agreement between the CONTRACT ADMINISTRATOR and CONTRACTOR. If unable to reach agreement, CONTRACT ADMINISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following percentages as added costs for the markup of all overhead and profits; a. Materials 15 b. Equipment Rental 15 12 City Attorney Approved Version 4/1/15 PEM1237 c. Labor to be charged at rates as outlined in Contractor Proposal Exhibit "B". Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition ofthe. Labor Surcharge and Equipment Rental Rates published by CALTRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract. 3.07 In the event the CITY transfers title, maintenance responsibility, or changes service frequency of a portion thereof, this CONTRACT shall continue in full force and effect, except said portion, at the discretion ofthe CONTRACT ADMINISTRATOR, may be deleted from the agreement and the CONTRACT sum shall be reduced accordingly. The CONTRACT ADMINISTRATOR may, at his discretion, add new Generators to be maintained and/or repaired and/or require additional services. The CONTRACTOR shall be compensated for the additional facilities or services that are designated after the date of the commencement of this CONTRACT based on a negotiated bid. Bid costs shall not exceed customary costs of similar equipment as submitted in the REQUEST FOR BIDS or as adjusted in accordance with subsequent amendments to the agreement. The CONTRACT ADMINISTRATOR shall notify the CONTRACTOR of additions, reductions or deletions of areas to be serviced in writing. 3.08 Additional compensation may be authorized at the discretion of the CONTRACT ADMINISTRATOR, subject to CITY budgetary conditions, for work deemed necessary by the CONTRACT ADMINISTRATOR due to extraordinary incidents or circumstances. 4.00 ENFORCEMENT. DEDUCTIONS AND LIQUIDATED DAMAGES 4.01 The CONTRACT ADMINISTRATOR shall be responsible for the enforcement of this CONTRACT on behalf of CITY. In addition to deductions stipulated in other sections of this agreement, the CONTRACT ADMINISTRATOR may enforce deductions in accordance with Section 4.00. 4.02 If, in the judgment of the CONTRACT ADMINISTRATOR, the CONTRACTOR is deemed to be non-compliant with the terms and obligations of the CONTRACT, the CONTRACT ADMINISTRATOR, may, in addition to other remedies provided herein, withhold the entire monthly payment, deduct pro-rata from the CONTRACTOR'S invoice for work not performed, and/or deduct liquidated damages. Notification of the amount to be withheld or deducted from payments to CONTRACTOR will be fonwarded to the CONTRACTOR by the CONTRACT ADMINISTRATOR in a written notice describing the reasons for said action. The City Attorney Approved Version 4/1/15 13 PEM1237 monthly INSPECTION RATING SYSTEM report shall constitute reason for any deductions so imposed. 4.03 The action above shall not be construed as a penalty but as adjustment of payment to CONTRACTOR to recover cost or loss due to the failure of the CONTRACTOR to complete or comply with the provisions of this CONTRACT. 5.00 INSPECTIONS. MEETINGS. & REPORTS 5.01 CITY reserves the right to perform inspections, including inspection of CONTRACTOR'S equipment, at any time for the purpose of verifying CONTRACTOR'S performance of CONTRACT requirements and identifying deficiencies. 5.02 The CONTRACTOR or his authorized representative shall meet with the CONTRACT ADMINISTRATOR or his representative on each site at the discretion and convenience of the CONTRACT ADMINISTRATOR, for walk-through inspections. All routine maintenance functions shall be completed prior to this meeting. 5.03 At the request of the CONTRACT ADMINISTRATOR, the CONTRACTOR, or his appropriate representative, shall attend meetings and/or training sessions, as determined by the CONTRACT ADMINISTRATOR, for purposes of orientation, information sharing, CONTRACT revision, description of CITY policies, procedures, standards, and the like. 5.04 CONTRACTOR shall provide to the CONTRACT ADMINISTRATOR such written documentation and/or regular reports as the CONTRACT ADMINISTRATOR deems necessary to verify and review CONTRACTOR'S performance under this CONTRACT and to provide to the CONTRACT ADMINISTRATOR pertinent information relative to the maintenance, operation, and safety of the Generators. 6.00 EXTRA WORK 6.01 The CITY may award Extra Work to the CONTRACTOR, or to other forces, at the discretion of the CONTRACT ADMINISTRATOR. New or unforeseen work will be classified as "Extra Work" when the CONTRACT ADMINISTRATOR determines that it is not covered by CONTRACT unit prices. Adjustment in payment for Extra Work shall be performed by agreement between the CONTRACT ADMINISTRATOR and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with Section 3.00 and Section 6.00 6.02 If the CONTRACT ADMINISTRATOR determines that the Extra Work can be performed by CONTRACTOR'S present work force, CONTRACT ADMINISTRATOR may authorize modification of the CONTRACTOR'S Routine Operations Schedule or Annual Calendar in order to compensate CONTRACTOR for performing said work. City Attorney Approved Version 4/1/15 14 PEM1237 6.03 Prior to performing any Extra Work, the CONTRACTOR shall prepare and submit a written proposal including a description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S proposal by the CONTRACT ADMINISTRATOR. This proposal is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 6.04 In the event that CONTRACTOR'S proposal for Extra Work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS BASIS. Invoices for EXTRA WORK on a TIME AND MATERIALS basis are subject to CONTRACTOR markup in accordance with Section 3.04 6.05 When a condition exists which the CONTRACT ADMINISTRATOR deems urgent, the CONTRACT ADMINISTRATOR may verbally authorize the work to be performed up on receiving a verbal estimate from the CONTRACTOR. However, within twenty-four (24) hours after receiving a verbal authorization, the CONTRACTOR shall submit a written estimate, consistent with the verbal authorization to the CONTRACT ADMINISTRATOR for approval. 6.06 All Extra Work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 7.00 REGULATORY AGENCY COMPLIANCE 7.01 The CONTRACTOR shall assist the CITY with administering the fulfillment of requirements ofthe County of San Diego, Air Pollution Control District, Certificates of Registration requirements. 7.02 The CONTRACTOR shall assist the CITY with administering the fulfillment of requirements of the County of San Diego, Department of Environmental Health, Unified Program Facility Permit requirements. 7.03 The CONTRACTOR shall advise the CITY of required inspections, maintenance and repairs required to satisfy all regulating agencies requirements to insure uninterrupted services ofthe CITY'S Generators. 7.04 The CONTRACTOR shall maintain all logs required by regulatory agencies. These logs shall be kept at each site and shall contain all required reports or information which may be required by any regulatory agency to insure that the City of Carlsbad is not cited for any violations due to failure to maintain full and complete logs as required. The CONTRACTOR shall be responsible for paying any and all fines or penalties to regulatory agencies caused by failure to maintain complete and accurate records as required by law. In addition to any fines levied, the CONTRACTOR agrees to pay the CITY or have withheld from payments, a sum equaling 15% of any levied fine to compensate the CITY for administrative costs due to the CONTRACTOR'S failure to comply with this provision. City Attorney Approved Version 4/1/15 15 PEM1237 7.05 The CONTRACTOR shall provide these services as PREVENTATIVE MAINTENANCE at the BID ITEM price for each individual location and no additional compensation will be provided. 8.00 CONTRACTOR'S DAMAGES 8.01 All damages incurred to existing facilities by the CONTRACTOR'S operation shall be repaired or replaced, by the CONTRACTOR or by other forces, all at the discretion of the CONTRACT ADMINISTRATOR, all at the CONTRACTOR'S expense. 9.00 COMMUNICATIONS AND EMERGENCY RESPONSE 9.01 The CONTRACTOR shall, during the term of this CONTRACT, maintain a single telephone number, toll free to a San Diego region area code, at which the CONTRACTOR or CONTRACTOR'S responsible employee may be contacted at any time, twenty-four hours per day, to take the necessary action regarding all inquiries, complaints and the like, that may be received from the CONTRACT ADMINISTRATOR or other CITY personnel. For hours beyond a normal 8 AM to 5 PM business day, an answering service shall be considered an acceptable substitute for full time twenty-four hour coverage, provided that the CONTRACTOR responds to the CITY by return call within four (4) hours of the CITY'S original call. 9.02 All requests for emergency services shall require a qualified technician to be dispatched to the required location as soon as possible after notification; but in all cases within three (3) hours, to the satisfaction of the CONTRACT ADMINISTRATOR. If any emergency service request is not responded to in three (3) hours, the CONTRACT ADMINISTRATOR shall be notified immediately of the reason for not meeting the required response time followed by a written report to the CONTRACT ADMINISTRATOR within two (2) working days. 9.03 Whenever immediate action is required to prevent possible injury, death, or property damage, CITY may, after reasonable attempt to notify the CONTRACTOR, cause such action to be taken by alternate work forces and, as determined by the CONTRACT ADMINISTRATOR, charge the cost thereof to the CONTRACTOR, or deduct such cost from any amount due to the CONTRACTOR. This deduction shall include a markup for administrative costs equal to fifteen (15) percent ofthe actual costs incurred. 9.04 The CONTRACTOR shall maintain a written log of all communications, the date and the time thereof and the action taken pursuant thereto or the reason for non- action. Said log of complaints shall be open to the inspection ofthe CONTRACT ADMINISTRATOR at all reasonable times. 9.05 CONTRACTOR'S supervisor and foreman shall carry cell phones with a local San Diego region area code. Supervisor and foreman shall respond and be on location City Attorney Approved Version 4/1/15 16 PEM1237 within the City of Carlsbad to any call from the CITY within four (4) hours at any time, 24 hours per day. The CITY shall not call CONTRACTOR'S foreman except during normal working hours or in the case of emergency. 10.00 SAFETY 10.01 CONTRACTOR agrees to perform all work outlined in this CONTRACT in such a manner as to meet all accepted standards for safe practices during the performance of his duties and to safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work; and agrees additionally to accept the sole responsibility for complying with all CITY, County, State or Federal requirements at all times so as to protect all persons, including CONTRACTOR'S employees, agents ofthe CITY, vendors, members ofthe public or others from foreseeable injury, or damage to their property. CONTRACTOR shall make annual inspections for any potential hazards at said sites and keep a log indicating date inspected and action taken. 10.02 It shall be the CONTRACTOR'S responsibility to inspect, and identify, any conditions(s) that renders any portion of the premises unsafe, as well as any unsafe practices occurring there on. The CONTRACT ADMINISTRATOR shall be notified immediately of any unsafe condition that requires major correction. 10.03 CONTRACTOR shall notify the CONTRACT ADMINISTRATOR immediately of any occurrence of accident, injury, or persons requiring emergency services and, if so requested, shall prepare a written report thereof to the CONTRACT ADMINISTRATOR within three (3) calendar days following the occurrence. CONTRACTOR shall cooperate fully with the CITY in the investigation of any such occurrence. 11.00 HOURS AND DAYS OF MAINTENANCE SERVICES 11.01 The acceptable daily hours of services shall be 6:00 a.m. to 4:00 p.m., Monday through Friday excluding City holidays, which shall be considered normal work hours as may pertain to any other provision of the CONTRACT. 11.02 CONTRACTOR shall provide staffing to perform the required services during the prescribed hours as specified in these contract documents. Any changes in the days and hours of operation heretofore prescribed shall be subject to approval by the CONTRACT ADMINISTRATOR. 11.03 Per State of California Labor Code, CONTRACTOR is directed to the following prescribed requirement with respect to the hours of employment. Eight (8) hours of labor under this CONTRACT shall constitute a legal day's work and said CONTRACTOR shall not require or permit any laborer, worker or mechanic, or any subcontractor employed by him to perform any of the work described herein to labor more than eight (8) hours during any one day or more than forty (40) hours during any one calendar week, except as authorized by State of California Labor Code Section 1815. City Attorney Approved Version 4/1/15 17 PEM1237 12.00 PREVENTATIVE MAINTENANCE SCHEDULES 12.01 The CONTRACTOR shall, within thirty (30) days after the award of bid of this CONTRACT, submit work schedules to the CONTRACT ADMINISTRATOR for review and approval. Said work schedules shall identify required operations and delineate the time frames for performance. An Annual Calendar shall include all required operations that occur less than monthly. A Routine Operations Schedule shall include all tasks required at least monthly. 12.02 The CONTRACTOR shall submit revised schedules when actual performance differs substantially from planned performance, and from time to time as requested by the CONTRACT ADMINISTRATOR. Said revisions shall be submitted to the CONTRACT ADMINISTRATOR for his review and approval, within five (5) working days prior to the original or revised scheduled time for the work, whichever is earlier. 13.00 CONTRACTOR'S STAFF AND TRAINING 13.01 The CONTRACTOR shall provide sufficient personnel to perform all work in accordance with the specification set forth herein. 13.02 In cooperation with the Carlsbad Police Department, CONTRACTOR agrees to, and to pay for, background checks if required by the CONTRACT ADMINISTRATOR on all personnel providing Generator services for this contract. In the event such background check reveals an item, which Carlsbad Police deems a security problem. City may request that such individual be removed from the list of personnel authorized to provide services to the CITY. 13.03 CONTRACTOR'S personnel shall possess the minimum qualifications for the position in which each is working. 13.04 CONTRACTOR shall have a "Local" representative with authority to contractually bind CONTRACTOR in matters, which may arise during this agreement performance period. "Local" in the context of this agreement is defined as the southern California metropolitan area consisting of San Diego, Orange, Los Angeles or Riverside counties. CONTRACTOR shall provide, prior to commencement of work under this Agreement, in writing to the CONTRACT ADMINISTRATOR, a statement indicating by name the specific authority vested in the "Local" representative. CONTRACTOR'S "Local" representative shall be responsible for instructing and training of CONTRACTOR'S personnel in the proper and specified work method and procedures; directing, scheduling, and coordinating all services and functions to completely accomplish the work as required by this Agreement. The "local" representative shall be available for consultation regarding problems on a daily basis at some time during regular working hours (8:00 a.m. to 5:00 p.m., Monday through Friday). City Attorney Approved Version 4/1/15 18 PEM1237 13.05 Each crew of CONTRACTOR'S employees shall include at least one individual who speaks the English language proficiently. For the purposes of this section a crew is understood to be any individual worker or group of workers who might service any site without other CONTRACTOR'S supervisory personnel present. 13.06 The CONTRACT ADMINISTRATOR may at any time give CONTRACTOR written notice to the effect that the conduct or action of a designated employee of CONTRACTOR is, in the reasonable belief of the CONTRACT ADMINISTRATOR, detrimental to the interest of the public patronizing the premises. CONTRACTOR shall meet with representatives ofthe CONTRACT ADMINISTRATOR to consider the appropriate course of action with respect to such matter and CONTRACTOR shall take reasonable measures under the circumstances to assure the CONTRACT ADMINISTRATOR that the conduct and activities of CONTRACTOR'S employees will not be detrimental to the interest of the public patronizing the premises. 13.07 The CONTRACT ADMINISTRATOR may at any time order any of the CONTRACTOR'S personnel removed from the premises when, in the reasonable belief of the CONTRACT ADMINISTRATOR, said CONTRACTOR'S personnel is objectionable, unruly, unsafe, or othenwise detrimental to the interest of the CITY or the public patronizing the premises. 13.08 The CONTRACTOR shall require each of his personnel to adhere to basic public works standards of working attire including uniform shirts and/or vests clearly marked with the CONTRACTOR'S company name and employee name badges as approved by the CONTRACT ADMINISTRATOR. Sufficient changes shall be provided to present a neat and clean appearance of the CONTRACTOR'S personnel at all times. Shirts shall be worn and buttoned at all times. CONTRACTOR'S personnel shall be equipped with proper shoes and other gear required by State Safety Regulations. Brightly colored traffic vests or reflectors shall be worn when personnel are working near vehicular traffic. 14.00 NON-INTERFERENCE - NOISE 14.01 CONTRACTOR shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed. 14.02 In the event that the CONTRACTOR'S operations must be performed when persons of the public are present, CONTRACTOR shall courteously inform said persons of any operations that might affect them and, if appropriate, request persons to move out of the work area. 15.00 DRUG AND ALCOHOL FREE WORKPLACE 15.01 The CITY is committed to maintaining a work environment free from the effects of drugs and alcohol consistent with the directives of the Drug Free Workplace Act. City Attorney Approved Version 4/1/15 19 PEMI 237 As a condition of this agreement, CONTRACTOR and CONTRACTOR'S employees shall assist meeting the requirements of this policy as set forth in the "City of Carlsbad Drug and Alcohol Use Policy" incorporated by reference herein. 15.02 CONTRACTOR agrees that CONTRACTOR and CONTRACTOR'S employees, while performing services for the CITY, on CITY property, or while using CITY equipment will not be in possession of, use, or be under the influence of drugs or alcohol. 15.03 CONTRACTOR has the duty to inform all employees or agents of CONTRACTOR that are performing service for CITY on CITY property or using CITY equipment of the CITY'S objective of a safe, healthful and productive workplace and the prohibition of drug or alcohol possession, use or impairment from same while performing such service for CITY. 15.04 CITY has the right to terminate, or declare this or any other agreement CONTRACTOR has with the CITY in DEFAULT if CONTRACTOR'S employees are determined by the CONTRACT ADMINISTRATOR to have breached the provisions of Section 15 herein as interpreted and enforced pursuant to the provision of the "City of Carlsbad Drug and Alcohol Use Policy". 16.00 ASSIGNMENT OF CONTRACT 16.01 CONTRACTOR shall not assign this contract or any part thereof and or monies due there under without the prior written consent of the CONTRACT ADMINISTRATOR. 17.00 NEGOTIATED BID AND ACCEPTANCE 17.01 The CITY may award work to the CONTRACTOR, at the discretion of the CONTRACT ADMINISTRATOR. New work will be awarded on a negotiated bid and acceptance basis as when the CONTRACT ADMINISTRATOR determines that it is appropriate to negotiate a fixed price for work in lieu of utilizing unit prices. Payment for Work shall be performed by negotiated agreement between the CITY and the CONTRACTOR or on a TIME AND MATERIALS basis in accordance with the Vendor's Proposed Cost of Services chart. 17.02 Prior to performing any work, the CONTRACTOR shall prepare and submit a written bid including a (description of the work, a list of materials, and a schedule for completion. No work shall commence without written approval of the CONTRACTOR'S bid by the CONTRACT ADMINISTRATOR. This bid is subject to acceptance or negotiation by the CONTRACT ADMINISTRATOR. 17.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 18.00 TIME AND MATERIALS 18.01 In the event that the CONTRACT ADMINISTRATOR determines that work requested is of an unknown duration, not easily quantified or the CONTRACTOR'S City Attorney Approved Version 4/1/15 20 PEM1237 proposal for work is not approved, the CONTRACT ADMINISTRATOR reserves the right to perform such work with other forces or to compel the CONTRACTOR to perform the work on a TIME AND MATERIALS basis. 18.02 The CONTRACT ADMNISTRATOR may direct CONTRACTOR to proceed by allowing him/her to use the following rates or percentages as added costs for the markup of all overhead and profits: 1) Labor As Stipulated in Vendor's Proposed Cost of Services chart. 2) Materials As Stipulated in Vendor's Proposed Cost of Services chart. 3) Equipment Rental 15% 4) Other Items and Expenditures .... 15% Regardless of ownership, the rates and right-of-way delay factors to be used in determining rental and delay costs shall be the edition ofthe Labor Surcharge and Equipment Rental Rates published by CALTRANS, current at the time of the actual use of the tool or equipment. The right-of-way delay factors therein shall be used as multipliers of the rental rates for determining the value of costs for delay to the CONTRACTOR and subcontractor, if any. The labor surcharge rates published therein are not a part of this contract. 18.03 All work shall commence on the specified date established and CONTRACTOR shall proceed diligently to complete said work within the time allotted. 19.00 FUEL AND FLUIDS 19.01 The CONTRACTOR shall provide oil, coolant and all other mandatory operating fluids required to perform PREVENTATIVE MAINTENANCE. Fluids required for PREVANTATIVE MAINTENANCE are included in the BID ITEM price for each location and no other compensation shall be allowed. 19.02 The CONTRACTOR shall provide oil, coolant and all other mandatory operating fluids required to perform REPAIRS. Fluids required for REPAIRS may be billed separately at fair market value at the time of service. 19.01 The CONTRACTOR shall provide #2 Diesel Fuel (Bio Diesel and other alternative fuels shall not be allowed) to keep all generators fuel levels to the maximum level allowed by manufacturers specifications. Fuel may be billed separately at the fair market value at the time of delivery. At the discretion of the CONTRACT ADMINISTRATOR, the CONTRACTOR may be issued a miscellaneous fuel card for procurement of Diesel Fuel at the CITY'S fueling station located at 2480 Impala Drive. If the CONTRACTOR utilizes CITY owned fuel for portions of this work, the CONTRACTOR shall not be compensated for transport of fuel to the required locations. The CONTRACTOR agrees that use of CITY owned fuel is included in the BID ITEM price for PREVENTATIVE MAINTENANCE. 19.02 The CONTRACTOR shall remove and legally dispose of all fuel as indicated in the PREVENTATIVE MAINTENANCE schedule. Removal and legal disposal of fuel is included in the BID ITEM price for PREVENTATIVE MAINTENANCE. After fuel removal service, the CONTRACTOR shall provide #2 Diesel Fuel (Bio Diesel and other alternative fuels shall not be allowed) to keep all generators fuel levels to the maximum level allowed by manufacturers specifications. Fuel (only) may be billed separately at the fair market value at the time of delivery. City Attorney Approved Version 4/1/15 21 PEM1237 20. STORM WATER POLLUTION PREVENTION PLAN 20.01 The CONTRACTOR shall incorporate and comply with all applicable Best Management Practices (BMPs) during the completion of this agreement. All work must be in compliance with the most current San Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal Code and the City of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by reference. 20.02 The CONTRACTOR shall indicate in his bid methods of compliance, equipment utilized to insure compliance, training of staff and experience in compliance with environmental regulations. If in the opinion of the Authority having jurisdiction, 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% markup for administration and overhead. On an annual basis, the CONTRACTOR shall submit for approval to the CONTRACT ADMINISTRATOR, a BMP plan indicating all BMP practices to be used for routine maintenance, normal and emergency repairs. City Attorney Approved Version 4/1/15 22 PEM1237 EXHIBIT "B" CONTRACTOR'S WORK FORCE Bid No. 11-02 The CONTRACTOR shall set forth in Exhibit B to the proposed CONTRACT: A. Each labor or supervisory position by title that will make up the CONTRACTOR'S work force needed to provide the described services. B. A sufficiently detailed explanation of the minimum qualifications for a person working in each position title, including any required licenses and/or certifications. C. The minimum annual man-hours for each position title that the CONTRACTOR proposes to commit to the performance ofthe described services. D. A list and description of the qualifications of other pertinent staff that are not to be directly committed to this project but who will be available to support, consult, perform Extra Work, and the like. E. A description of CONTRACTOR'S systematic skills training program. The information provided in this attachment is for the purposes of determining the CONTRACTOR'S commitment and preparedness to perform the DESCRIBED SERVICES, and assuring that the CONTRACTOR'S bid is reasonable and complete. Nothing in this Attachment shall in any way be construed to remove, lessen, or relieve the CONTRACTOR from any responsibility prescribed by the CONTRACT. CONTRACTOR may attach additional pages to describe Minimum Qualifications, if needed. Label any such pages "Exhibit B - Additional Information" along with the appropriate position title(s) corresponding to this form. A. POSITION TITLE B. MINIMUM QUALIFICATIONS C. TOTAL ANNUAL HOURS 1. 2. 3. 23 City Attorney Approved Version 4/1/15 PEM1237 EXHIBIT "B" Page 2 CONTRACTOR'S WORK FORCE (Continued) A. POSITION TITLE B. MINIMUM QUALIFICATIONS C. TOTAL ANNUAL HOURS 4. 5. 6. 7. 8. 9. 10. 24 City Attorney Approved Version 4/1/15 PEM1237 EXHBIT "B" Page 3 CONTRACTOR'S WORK FORCE (Continued) D. Other Staff Support Title Description / Qualifications 1. 2. 3. 4. 5. E. Description of CONT RACTOR'S employee training program 25 City Attorney Approved Version 4/1/15 PEM1237 EXHIBIT "C" LISTING OF SUBCONTRACTORS Bid No. 11-02 The CONTRACTOR is required to furnish the following information relative to the subcontractors he proposes to use. If all work is to be done without subcontractors, write "NONE" in the following space: NAME UNDER WHICH SUB- CONTRACTOR IS LICENSED LICENSE NUMBER AND CU\SS ADDRESS AND TELEPHONE TYPE AND PORTION OF WORK SUBCONTRACTOR WILL PERFORM 26 City Attorney Approved Version 4/1/15 PEM1237 EXHIBIT "D" CITY OF CARLSBAD GENERATOR MAINTENANCE SERVICES BID NO. 11-02 PREVENTATIVE MAINTENANCE FREQUENCIES AND EQUIPMENT LIST VENDOR'S PROPOSED COST OF SERVICE'* The matrix below describes four items upon which the City requests a bid. Please note that the numbers listed in the "Quantity and Units" category ofthe matrix below are estimates only, and will not be used for any purpose other than to compare bids received in response to this Request for Bid. The actual payments made to the Vendor will be based on the Vendor's actual work performed for the City consistent with the terms and conditions of the contract documents. The undersigned declares he/she has carefully examined the locations of the work, read the Request for Bid, examined all specifications, and hereby proposes to furnish all labor, materials, equipment, transportation, and services required to do all the work in this Generator Maintenance Agreement In accordance with the specifications of the City of Carlsbad, and the General Provisions and that he/she will take in full payment therefore the following unit prices for each item complete, to wit: Item No. Description ^Estimated Quantity and Units Unit Price Annual Total 1. Cost of parts and materials for REPAIRS. $3,500.00/year* (•Estimated) 16 % Contractor's markup from supplier invoice price. $4,060.00 ($3,500 + Mark Up) (Extended Amount) 2. Cost of LABOR for REPAIRS (Monday - Friday, 8:00 AM - 5:00 PM) $110.00 per hour (Prevailing Wage) 100 Hours* (•Estimated) $11,000.00 (Extended Amount) 3. Cost of LABOR FOR EMERGENCY REPAIRS. After-hours $220.00 per hour (Prevailing Wage) 25 Hours* (•Estimated) $5,500.00 (Extended Amount) 4. CITY HALL Preventative Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 5. SAFETY CENTER Preventative Maintenance $317.00 Lump Sum per Month X 12 $3,804.00 (Extended Amount) 27 City Attorney Approved Version 4/1/15 PEM1237 PROPOSED COST OF SERVICE 6. FARADAY CENTER Preventative Maintenance $317.00 Lump Sum per Month X 12 $3,804.00 (Extended Amount) 7. DOVE LIBRARY Preventative Maintenance $317.00 Lump Sum per Month X 12 $3,804.00 (Extended Amount) 8. FIRE STATION #1 Preventative Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 9. FIRE STATION #5 Preventive Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 10. FIRE STATIONS #2, #3, #4 & #6 Preventive Maintenance $600.00 Lump Sum per Month X12 $7,200.00 (Extended Amount) 11. SENIOR CENTER Preventive Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 12. FLEET OPERATIONS Preventive Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 13. CALAVERA COMMUNITY CENTER Preventive Maintenance $237.00 Lump Sum per Month X 12 $2,844.00 (Extended Amount) 14. STAGECOACH COMMUNITY CENTER Preventive Maintenance $237.50 Lump Sum per Month X 12 $2,850.00 (Extended Amount) 28 City Attorney Approved Version 4/1/15 PEM1237 PROPOSED COST OF SERVICE Total $59,086.00 *Estimate based on historical experience is for bid comparison purposes only. The actual payments made to the Vendor will be based on the Vendor's actual work performed for the City consistent with the terms and conditions of the contract documents, and may be different from the prices estimated above. Note: This Agreement is not subject to prevailing wage laws. Labor code Section 1770 et seq. Total amount of Vendor's bid per agreement year in words: Fiftv Nine Thousand Eiqhtv Six Dollars (Items 1-14) Total amount of Vendor's bid per agreement year in numbers: $59.086.00 (Items 1-14) In the event of a discrepancy between the total amount of Vendor's bid written in words or numbers, the amount written in words shall govern. Price(s) given above are firm for 90 days after date of bid opening. 29 City Attorney Approved Version 4/1/15 PEM1237 CITY OF CARLSBAD TECHNICAL PUBLICATION GENERATOR MAINTENANCE SERVICES PREVENTATIVE MAINTENANCE FREQUENCIES AND QUALITY STANDARDS City Attorney Approved Version 4/1/15 30 PEM1237 MAINTENANCE QUALITY STANDARD THEORY APPEARANCE MACHINE ROOMS GENERATOR ENCLOSURES TRANSFER SWITCHES AND ELECTRICAL ENCLOSURES SAFETY TASKS FOR GENERATOR PREVENTATIVE MAINTENANCE SERVICES ON EACH VISIT MONTHLY QUARTERLY ANNUALLY City Attorney Approved Version 4/1/15 31 PEM1237 MAINTENANCE QUALITY STANDARDS MAINTENANCE THEORY Quality maintenance includes all the necessary tasks required to keep equipment in a safe and dependable operation. Scheduled routine preventative maintenance on standby power generation and transfer equipment will not only prolong the life of the equipment, but will greatly reduce the overall outlay of financial resources by both the owner and the Generator company. Eventually all equipment will wear out or be replaced by new technology. However, the Generator contractor has a responsibility to maximize the life and reliability of the equipment and safety of each facility. APPEARANCE MACHINE ROOMS: The machine rooms and equipment are to be painted, kept free of dust, lint, oil residue, dusts and debris. Code authorities prohibit the storage of equipment and parts not relative to the operation and maintenance of generators in the machine rooms. Oil spills shall be cleaned up immediately in accordance with acceptable BMPs and reported to the Facilities Supervisor. Spare parts, lubricants and wiring diagrams will be kept orderly in storage cabinets provided for the job by the service contractor. Metal rag pails with covers will be provided for the storage of clean rags only. All waste materials will be removed for the area immediately and disposed of properly. Up to date service charts, callback logs, and Material Data Sheets will be readily accessible and protected from the elements. All chemicals must be properly labeled. Equipment room doors shall be locking, and these rooms shall be kept locked to prevent unauthorized access. GENERATOR ENCLOSURES: The outdoor generator enclosures and equipment are to be painted, kept free of dust, lint, oil residue, dusts and debris. Code authorities prohibit the storage of equipment and parts not relative to the operation and maintenance of generators in the enclosures. These enclosures must be kept free of debris and accumulation of storage of materials such as parts, lubricants, etc. Oil spills shall be cleaned up immediately in accordance with acceptable BMPs and reported to the Facilities Supervisor. All covers shall be secured in place. Cleaning these areas will be performed in accordance with the contractor's maintenance guide. TRANSFER SWITCHES AND ELECTRICAL ENCLOSURES: The transfer switches and electrical enclosures and equipment are to be painted, kept free of dust, lint, oil residue, dusts and debris. Code authorities prohibit the storage of equipment and parts not relative to the operation and maintenance of generators in the enclosures. These enclosures must be kept free of debris and accumulation of storage of materials such as parts, lubricants, etc. All covers and accessory boxes shall be secured in place and if lockable, locked at all times. All fastenings and screws will be secured and tightened. Missing screws shall be replaced. Operating Panels, Indicators and markings shall be maintained as installed. Defaced components will be reported to the Facilities Supervisor. City Attorney Approved Version 4/1/15 32 PEM1237 SAFETY Safety awareness is of the utmost importance when working on standby generator equipment, not only for the mechanic and City staff but also the casual observer who may wander into a work area unannounced. Barricades, proper tools and safety equipment will be proved by the service contractor to minimize risk of exposure to danger to employees and public. Under no circumstances should work be performed in un- barricaded, open areas. If continuous work is performed, doors and enclosures shall be closed when the immediate area unattended. Strict adherence to the lock out tag out procedure shall be enforced. All safety devices and circuits shall operate as intended. They shall not be overridden and must operate in compliance with applicable codes. Unsafe equipment or conditions will be corrected or reported to the proper personnel immediately. Under no circumstances shall unsafe equipment be put into operation. The service contractor shall perform periodic checks to ensure proper operation of all safety devices. Lighting in the work areas shall be sufficient so as not to endanger maintenance personnel. Unique or adverse job conditions and deviation for the prevailing codes with respect to the work spaces or work areas shall be documented and discussed with the Facilities Supervisor. Environmental conditions must be suitable forthe safe operation of equipment by City employees. GENERATORS / TRANSFER SWITCHES AND OTHER EQUIPMENT Generators, transfer switches and other operational apparatus will be kept clean, properly lubricated and adjusted as required; Generator sets and associated equipment shall be kept clean, free of accumulated dirt, oil, rodents, insects, birds or other deleterious contamination. All fuel lines, oil lines, batteries, or other associated fluid bearing assemblies shall be tight and leak free. All hoses, belts, mechanical devices shall be kept in proper condition. Components showing signs of deterioration shall be repaired or replaced as necessary. The service contractor is to verify that critical parts are in stock locally or shall verify access to spares for overnight delivery. All electrical connections shall be tight, taped and tagged when not in use. Coils, contacts, relays and resistors showing signs of deterioration shall be repaired or replaced as necessary. Care must be exercised when handling printed circuit boards. Proper grounding is necessary when handling some versions of solid-state boards. The service contractor is to verify that critical circuit boards and electrical components are in stock locally or shall verify access to spares for overnight delivery. All modes, programs and operations shall be maintained as originally intended, engineered, and manufactured. City Attorney Approved Version 4/1/15 33 PEM1237 ROUTINE PREVENTATIVE MAINTENANCE TASKS FOR GENERATORS INITIAL • Check in with the Public Works Inspector. Thoroughly inspect generators and automatic transfer switches. Note any pre-existing issues and report overall condition and suggested corrective actions to the Public Works Inspector. Record all unmanned run times in the log at each visit as "unmanned run time". • Place copies of approved maintenance and repair checklists in each generator machine room or enclosure. MONTHLY Check in with the Public Works Inspector. Note and correct all complaints. Check and record all fluid levels. Adjust as necessary. Visually inspect all critical generator and transfer switch components for leaks, wear, arcing, improper operation, and rodent/avian or insect infestation. Correct as necessary. Check batteries for proper electrolyte level. Adjust as necessary. Check battery connections. Tighten connections as necessary. Check battery charger for proper operation. Correct as necessary. Visually examine belts for wear and check belt tension. Visually check sheaves and bushings. Repair as necessary. Start engine and test transfer. Run generator under load for 30 minutes. Visually inspect all components for leaks and proper operation. Adjust or correct as necessary. Check engine protection devices and alarms. Correct malfunctions as necessary. Check all gauges for proper operation. Correct malfunctions as necessary. Visually inspect water pump for leaks. Repair as necessary. Visually inspect all wiring and sensors. Correct conditions as necessary. Check fuel level. Refill tank to maximum level recommended by manufacturer. City Attorney Approved Version 4/1/15 34 PEM1237 • Correct any malfunctions or other deficiencies observed. • Record all unmanned run times in the log at each visit as "unmanned run time". Completely fill in the log onsite. • Complete duplicate service ticket when complete with all work. A copy must be kept on site and the duplicate submitted with the monthly payment invoice. QUARTERLY In addition to the monthly services: Thoroughly clean machine room equipment. Wipe dust from inside and top of control panels. Sweep or mop floor. Thoroughly clean generator enclosures (Inside and outside). Wipe dust from inside and top of control panels. Sweep or mop raised equipment pad. Check all machine guards. Adjust and tighten as necessary. Check bolts. Tighten as necessary. Check belt condition and tensioning devices. Replace belts and tighten as necessary. Inspect and pressure test radiator cap and gasket. Replace as necessary. Inspect radiator fins and coils. Clean fins and coils with air or appropriate cleaning methods that will not damage fins and coils. Inspect and tighten water pump, alternator and crankshaft pulleys. Inspect hoses and clamps for defects. Replace as necessary. Inspect & clean air filter. Replace as necessary Drain water from all fuel water separators. Clean crankcase breather. Replace as necessary. Check specific gravity of battery electrolyte. Adjust as necessary. Visually inspect fuel for contaminants or biological growth. Add biocide agent as needed. Inspect transfer switch. Tighten all electrical connections; replace contacts and switches as required. City Attorney Approved Version 4/1/15 35 PEM1237 ANNUALLY Or eleven (11) Months after Contract Award: In addition to the monthly and quarterly services: • Replace oil and filter(s). • Replace fuel filter(s). • Clean fuel inlet screen(s). • Completely flush cooling system. Add anti-freeze as needed to insure coolant meets manufacturer's specifications. Contractor shall either legally dispose of used coolant or may schedule disposal of used coolant with the City's Fleet Operations Supervisor (760) 931-2192. Contractor shall schedule disposal with Fleet Operations at least ten (10) business days prior to disposal. • Tighten mainline connections and check fuse sizing. Replace any fuses that appear damaged or unmarked. • Clean and fuses and fuse holders. Ascertain that the proper fuse is installed. Replace any fuses that appear damaged or unmarked. • Conduct one-hour resistive load bank test. • Remove and legally dispose of all diesel fuel from fuel tanks. Replace fuel with uncontaminated No. 2 Diesel. (Bio Diesel or other alternative fuels shall not be used). Add diesel fuel stabilizer and biocide. City Attorney Approved Version 4/1/15 36 PEM1237 "All generator scheduled run times are not to exceed 20 hours per year. Location Make/Size Fuel/Cap Runtime Area Served City Hall CAT/1 OOKVW #2 Diesel / 90gal * Council Chambers, South Wing, Parking Lot Building Exterior, North Wing Emergency Lights Safety Center CAT/300KW #2 Diesel / SOOgal * Dispatch, Conference Center, Emergency Lighting & Power Fire Station #5 Kohler/ 30KW #2 Diesel / 60gal * Duty Captains Office, Emergency Lighting, Communications, Doors Fire Station #1 Generac/12KW #2 Diesel / 65gal * Duty Captains Office, Emergency Lighting, Communications, Doors Calavera CC. Onan/ 40KW #2 Diesel / 70gal * Total Building (less Field lighting) Stagecoach CC. Onan/40KW #2 Diesel / 70gal * Total Building (less field lighting) Senior Center Onan/40KW #2 Diesel / 70gal * General Lighting and Power(less HVAC.CUSD) Fleet Maint. Onan/40KW #2 Diesel / 70gal * Total Building Faraday Center CAT/350 KW #2 Diesel / 90gal * Server room, partial AC, partial lighting Dove Library CAT/230KW #2 Diesel / 70gal * Server room, partial lighting, partial front counter Fire Stations 2, 3&4 Honda/5KW Gasoline / 4gal * Duty Captain's Office, Emergency Lighting, Communications, Doors Fire Station #6 Cummins Power Generations 100 KVA Model # DSFAE- 7082172 SER#- D080173136 Spec A 145 Gal. Diesel Diesel /145 Gal. Duty Captain's Office, Emergency Lighting, Communications, Doors 37 City Attorney Approved Version 4/1/15 Donna Heraty From: Donna Heraty Sent: Thursday, July 30, 2015 9:30 AM To: 'glafargue@gpgpower.com' Cc: Shelley Collins; Rhonda Gasper-Heather Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for generator maintenance services, PEM1237 - // your agreement states: 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 interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carlsbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008-1949 www.carlsbadca.gov 760-434-2917 I Shellev.Collins@carlsbadca.gov Connectw^f/, MS Facebook | Twitter | You Tube j Flickr j Pinterest | Enews