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HomeMy WebLinkAboutNational Electric Works Inc; 2019-08-26; PSA20-873UTILWANER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Z��1�► 1 �i Zb 1 ( ate) (Name and Department) Proposed modification(s) to the C�yYU'hQ�iGtGU( requirement(s) for �l � I (Type of insurance) (Name of contract) ❑ Reduce coverage to the amount of: $ �Waive coverage ❑ Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) �Si�nificance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explainJ �Si�nificance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicableJ [�Contract Amount/Term of Contract: $�����Q . Work will be completed over a period of � ��. ❑Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ �explainJ. nOther (e.�. explain whv exposures are minimal, how exposures are covered in another policy exposure control mechanisms, and any other information pertinent to vour request): H:IWORDUnsurance�,4dmin Order #68.doc 06/15/2006 27 Approved by Risk Manager for this contract only: (/ /��i/u/ �� l`�� 0 (Signature) (Date) AGREEMENT FOR RESIDENT SURVEY BETWEEN CITY OF CARLSBAD AND BW RESEARCH PARTNERSHIP, INC. THIS AGREEMENT is made and entered into as of the day of p�� c; ,�n I� f�' , 20��, by and befinreen the CITY OF CARLSBAD, a municipal corporation, ("City"), and BW RESEARCH PARTNERSHIP, INC., a California Corporation ("Contractor"). RECITALS City requires the professional services of a research company experienced in public opinion research to conduct a resident satisfaction survey. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of one year from the date first above written. 3. Compensation. The total fee payable for the Services to be performed during the Agreement term shall not exceed thirty four thousand and eight hundred dollars ($34,800), based on the table of fees below. Contractor will invoice the city for actual costs associated with the survey data collection as well as half of the consulting services fees upon completion of an approved survey questionnaire. The remaining balance will be invoiced following delivery of the final survey report. Cvnsultant Services Survey Design & Revisions Sampling Plan & Demographic Profiles Data Processing Research, Analysis & Deliverables Proiect Mana�ement Sub-Total Consultant Services Telephone & �nline Residents ■ - Sarnple Size length of Phone Suruey Sample Purchase (Cellular, Landline & Online Panel) CATI and Online Programming Training, Pre-Testing, & Monitoring $1,500 $1,250 $2,500 $7,500 750 $13,500 n=800 15 min $4,250 $1,750 $1,250 City Attorney Approved Version 6-2015 Telephone Interviewin� Sub-Total Telephone Survey 13 750 $21,300 Total Cost Consulting Services $13,500 Telephone Survey (n=800, 15 minute telephone & online survey) 21000 Project Total $34,800 No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, and other materials and documents (collectively "Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparation, and Contractor shall deliver such materials and documents to City, upon request. Contractor shall have the right to make duplicate copies of such materials and documents for its own file or for other purposes the City may agree as to in writing. 6. Titles and Copvriqht Assiqnment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Work) and results of the Services to be rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of City. City Attorney Approved Version 6-2015 If for any reason the Work would not be considered a work made-for-hire under applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. Contractor agrees to execute all required documents and to perform such other proper acts, as City may deem necessary to secure for City or its designee the rights herein assigned. 7. Indemnification for Intellectual Propertv Infrinqement. Contractor agrees to defend, indemnify and hold harmless City, its elected officials, employees and agents from and against any claim, action, proceeding, liability, loss, damage, cost or expense, including, without limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(s), as well as any and all expenses or charges arising from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and perFormance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and perFormance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relie�, or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the City Attorney Approved Version 6-2015 Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 8. Indemnification - General. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission 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. 9. Insurance. Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest BesYs Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10. Coveracte 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. 10.1.1 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 City Attorney Approved Version 6-2015 4 work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and 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. 10.1.4 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. 10:2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraqe. 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. City Attorney Approved Version 6-2015 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10/18/2019 Wood Gutmann & Bogart15901 Red Hill Ave., Suite 100License 0679263Tustin CA 92780 Nicole Gaines 714-505-7000 714-573-1770 NGaines@wgbib.com Travelers Property Casualty 25674 NATIO13 Columbia Casualty CompanyNational Electric Works, Inc.National Security Works, Inc.National IT Works4440 Rainier Avenue, Suite 101San Diego CA 92120-3319 Everest National Ins Co.10120 CompWest Insurance Company 12177 SCOTTSDALE INS CO 41297 1428196957 C X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X CF1GL00224191 10/1/2019 10/1/2020 2,000,000 C 1,000,000 X CF1CA00200191 10/1/2019 10/1/2020 E X 5,000,000 X XLS0111879 10/1/2019 10/1/2020 D WCV55037620 10/1/2019 10/1/2020 X 1,000,000 1,000,000 1,000,000 BA Professional LiabIncludes PollutionLeased/Rented equipment CEO5919014106602P375927TIL19 10/1/201910/1/2019 10/1/202010/1/2020 Each claim limitAggregate LimitMax Limit Per Item 1,000,0003,000,000130,000/ 1000 Ded. Blanket Additional Insured (Contractors) applies per form CG 20 10 04 13Blanket Additional Insured (Contractors) applies per form CG 20 37 04 13GL Primary & Non-Contributory Form applies per attached CG 20 01 04 13GL Waiver of Subrogation Form applies per attached CG 24 04 05 09GL Per Project Aggregate Form applies per attached ECG 25 529 01 10WC Waiver of Subrogation Form applies per attached WC 99 03 13 CAuto Additional Insured applies per attached ECA 04 504 02 14Auto Additional Insured - Primary & Non-Contributory applies per attached ECA 24 509 04 14See Attached... City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 4668 - ECM #35050New York NY 10163 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: NATIO13 1 1 Wood Gutmann & Bogart National Electric Works, Inc.National Security Works, Inc.National IT Works4440 Rainier Avenue, Suite 101San Diego CA 92120-3319 25 CERTIFICATE OF LIABILITY INSURANCE Auto Waiver of Subrogation applies per attached ECA 24 503 02 14 RE: Agreement Name : Wastewater System Electrical, Instrumentation and Controls Services / Agreement Number : PSA20-873UTIL CERTIFICATE HOLDER VESTING: City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services COMMERCIAL AUTO ECA 24 503 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECA 24 503 02 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc., used with its permission. Page 1 of 1  WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM SCHEDULE Name of Person or Organization: Where required by contract. ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. THE WRITTEN CONTRACT MUST BE SIGNED PRIOR TO THE DATE OF THE “ACCIDENT”. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for an “accident” or “loss”, provided that you are required under a written agree-ment to waive your rights of recovery. The written agreement must be made prior to the date of the “accident” or “loss”. This waiver applies only to the person or organization shown in the Schedule above. POLICY NUMBER: CF1GL00224191 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION THAT ENTERED INTO A WRITTEN CONTRACT WITH THE NAMED INSURED REQUIRING SUCH PERSON(S) OR ORGANIZATION(S) TO BE NAMED AS AN ADDITIONAL INSURED. ANY LOCATION FOR WHICH THE NAMED INSURED’S WORK WAS PERFORMED FOR SUCH PERSON(S) OR ORGANIZATION(S) FOR ANY COMPLETED OPERATIONS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to theseadditional insureds, the following is added toSection III – Limits Of Insurance: If coverage provided to the additional insured isrequired by a contract or agreement, the most we will pay on behalf of the additional insured is theamount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits ofInsurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: CF1GL00224191 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations Any person or organization that entered into a written contract with the Named Insured requiring such person(s) or organization(s) to be named as an additional insured with respect to the Named Insured’s performance of operations at any location on behalf of such person(s) or organization(s). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. POLICY NUMBER:CF1GL00224191 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 CG 24 04 05 09 © Insurance Services Office, Inc.,2008 Page 1 of 1  WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization for which the insured has agreed by Written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or"your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver appliesonly to the person or organization shown in the Schedule above. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECG 25 529 01 10 Copyright Everest Reinsurance Company, 2010 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT WITH CAP This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Projects: Designated Construction Project General Aggregate Limit Cap: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under SECTION I – Coverage A, and for all medical expenses caused by accidents under SECTION I - Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each designated construc- tion project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. However, the separate Designated Construction Project General Aggregate Limit(s) are subject to a Desig- nated Construction Project General Aggregate Limit Cap in the amount shown in the above Schedule of this endorsement. The Designated Construction Project General Aggregate Limit Cap is the most we will pay under the Designated Construction Project General Aggregate Limit for all designated construction projects combined. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of “bodily injury” or “property damage” included in the “products-completed operations hazard”, and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or “suits” brought; or c. Persons or organizations making claims or bringing “suits”. 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction pro- ject and the Designated Construction Project General Aggregate Cap. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construc- tion Project General Aggregate Limit for any other designated construction project shown in the Schedule above. However, such payments for damages and medical expenses included in the Designated Construc- tion Project General Aggregate Limit for all designated construction projects combined will reduce the Des- ignated Construction Project General Aggregate Limit Cap. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. Each "Project" for which you have agreed, in a written contract which is in effect during this policy period, to provide a separate General Aggregate Limit. General Aggregate Limit shown on the Declarations. ECG 25 529 01 10 Copyright Everest Reinsurance Company, 2010 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 2 B. For all sums which the insured becomes legally obligated to pay as damages caused by “occurrences” under SECTION I – Coverage A, and for all medical expenses caused by accidents under SECTION I – Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the “products-completed operations hazard” is provided, any pay- ments for damages because of “bodily injury” or “property damage” included in the “products-completed opera- tions hazard” will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then re- started, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timeta- bles, the project will still be deemed to be the same construction project. E. The provisions of Section III - Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated. F. If this policy contains any retained limits, Self Insured Retentions, deductibles or similar provisions, such provi- sions shall also apply to this endorsement. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 03 13 C (Ed. 7-09) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT – CALIFORNIA Schedule Person or Organization Job Description WC 99 03 13 C (Ed. 7-09) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Insurance Company Countersigned by 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be $ Any person or organization that you perform work for that is liable for an injury, covered by this policy, that prior to the injury has written contract requiring a waiver of our right to recover from them. 500 10-1-2019 WCV55037620 National Electric Works CompWest Insurance Company 001 Any person or organization for which the insured has agreed by written contract.All CA Operations. COMMERCIAL AUTO ECA 04 504 02 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECA 04 504 02 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc. used with its permission. Page 1 of 1  ADDITIONAL INSURED - LESSOR This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi-fied by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. SCHEDULE Designation Or Description Of "Leased Autos": ALL ORGANIZATIONS THAT ARE REQUIRED BY  WRITTEN CONTRACT WITH THE NAMED INSURED  TO BE NAMED AS A LESSOR ON THIS POLICY.  A. Coverage 1. Any "leased auto" designated or described in the Schedule will be considered a covered "au-to" you own and not a covered "auto" you hire or borrow. 2. For a "leased auto" designated or described in the Schedule, the Who Is An Insured provi-sion under Covered Autos Liability Coverage is changed to include as an "insured" the les-sor named in the Schedule. However, the les-sor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "em-ployee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. 3. The coverages provided under this endorse-ment apply to any "leased auto" described in the Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto", whichever occurs first. C. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. D. The lessor is not liable for payment of your premi-ums. E. Additional Definition As used in this endorsement: "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the les-sor. COMMERCIAL AUTO ECA 24 509 04 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECA 24 509 04 14 Copyright, Everest Reinsurance Company, 2014 Includes copyrighted material of Insurance Services Office, Inc., used with its permission Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION – BLANKET This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Paragraph c. of the Other Insurance General Condition is replaced by the following: c. Regardless of the provisions of Paragraph a. above, this Coverage Form’s Liability Coverage is primary and we will not seek contribution from any other insurance for any liability assumed under an “insured contract” that requires liability to be assumed on a primary noncontributory basis. Additionally, only the coverage and limit of insurance requirements of the “insured contract” shall apply, and in no event shall those requirements exceed the coverage and limits of insurance provided under this policy. PSA20-873UTIL City Attorney Approved Version 6/12/18 1 AGREEMENT FOR WASTEWATER SYSTEM ELECTRICAL, INSTRUMENTATION AND CONTROLS SERVICES NATIONAL ELECTRIC WORKS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and NATIONAL ELECTRIC WORKS, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in electrical systems services. B. Contractor has the necessary experience in providing professional services and advice related to electrical systems services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of 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 will be thirty five thousand dollars ($35,000). 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 thirty five thousand dollars ($35,000) 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". DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 August 26th PSA20-873UTIL City Attorney Approved Version 6/12/18 2 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 3 recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability (CGL) Insurance. $ Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 4 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 5 For City For Contractor Name Jesse Castenada Name Rich Daniels Title Utilities Supervisor Title Project Manager Department Public Works Address 4440 Rainier Avenue, #101 City of Carlsbad San Diego, California 92120 Address 5950 El Camino Real Phone No. 619-787-0602 Carlsbad, CA 92008 Email RDaniels@nationalelectricworks.com Phone No. 760-603-7337 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 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 DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 6 upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for 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. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 7 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 8 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 CITY OF CARLSBAD, a municipal corporation of the State of California NATIONAL ELECTRIC WORKS, INC., a California corporation By: By: (sign here) Vicki V. Quiram, Utilities Director as authorized by the City Manager Travis J. Morgan, Vice President (print name/title) By: (sign here) Clint Morgan, Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 9 EXHIBIT “A” SCOPE OF SERVICES Agreement amount not to exceed $35,000 each agreement year. A. Responsible Duties of Contractor: 1. Provide professional quality, technical accuracy and coordination of all work provided. 2. Contractor provides personnel with experience in the diagnosis and repair of Industrial Control Systems related to Water and Wastewater industry. 3. Contractor provides and shall comply with State Prevailing Wage Laws. 4. Contractor will provide written notice to the City of Carlsbad when NEC Code Violations or additional work is discovered or encountered while working at the Cities Facilities or Structures. Contractor will not proceed with any work until the City of Carlsbad has provided written notice to proceed. 5. Provide 24/7 on-call, instrumentation and electrical services to maintain the City of Carlsbad existing water treatment plants, water distribution systems, lift station, pressure reducing stations, reservoirs and facilities. B. Scope of Services: 1. Contractor will be available as-needed on an on-call basis, prepared to perform routine and urgent electrical, instrumentation, controls and programming (programming provided by our subcontractor) maintenance and repairs at the rates provided in the table below. 2. Contractor will assemble, install, test, and maintain electrical or electronic wiring, equipment, appliances, apparatus, and fixtures, using hand tools and/or power tools. Work from ladders, scaffolds, and roof to install, maintain or repair electrical wiring, equipment and fixtures. Perform physically demanding tasks, such as digging trenches to lay conduit and moving and lifting of heavy objects. Diagnose malfunctioning systems, apparatus, and components, using test equipment and hand tools, locate the cause of electrical breakdowns and correct the problem. Inspect electrical systems, equipment, and components to identify hazards, defects, and the need for adjustment or repair, and to ensure compliance with all applicable electrical codes. Connect wires to motors, drives, circuit breakers, transformers, or other components. Place conduit (pipes or tubing) inside designated partitions, walls, or other concealed areas, and pull insulated wires or cables through the conduit to complete circuits between boxes. Test electrical systems and continuity of circuits in electrical wiring, equipment, and fixtures, using testing devices such as ohmmeters, voltmeters, meggers and loop calibrators, to ensure compatibility and safety of system. 3. Maintenance of electrical and instrumentation systems: including, but not limited to, power distribution, MCC, power and control panels, AC motors (troubleshoot and connections), lighting systems, transformers, UPS and back-up generators. 4. Install, maintain, repair and calibrate digital/analog monitoring/control equipment. 5. Maintain and repair automatic control systems. 6. Create, modify, troubleshoot and replicate Programmable Logic Control programs, Supervisory Control and Data Acquisition graphics communications and databases. Contractor will provide a Subcontractor for programming. 7. Repair and maintain communications links and communications hardware. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 10 8. Repair, maintain, modify and calibrate process instrumentation equipment and associated discrete and analog loops: Including, but not limited to, ultrasonic level, pressure, flow, turbidity, conductivity, pH and chlorine transmitters. 9. Troubleshoot, repair, replace, install Soft Starters, VFDs, PLCs, HMIs and SCADA systems. 10. Troubleshoot Communications between PLCs and other equipment. 11. Plan layout and installation of electrical wiring, equipment and fixtures, based on job specifications and local codes. Prepare sketches or follow blueprints to determine the location of wiring and equipment and to ensure conformance to all electrical codes. Perform administrative duties such as maintaining records and files, preparing reports and ordering supplies and/or equipment as delegated. Electrical service will be available as-needed on an on-call basis. Emergency work may include troubleshooting and repairing equipment failures, laying temporary cabling and/or wiring, replacement of electrical equipment and/or components, remedy an emergency situation. Contractor Preferred Customer Service Rate Sheet (Includes Prevailing Wages) Rate Table Line Voltage Work-600V or less work: Straight Time (Scheduled) ........................................................................................ $90.00 Over Time (Scheduled) ............................................................................................ $122.00 Double Time (Scheduled) ......................................................................................... $156.00 All service calls requiring same day dispatch will be charged with a 4-hour minimum plus drive time. All service calls that require next day dispatch will be charged with a 2-hour minimum plus drive time. Straight Time Hours Straight Time hours is a single shift of consisting of eight (8) consecutive hours between the hours of 6 a.m. to 6 p.m. Monday thru Friday. Over Time Hours All work performed during the four (4) hour period (hours 9 thru 12) after the regular work day Monday thru Friday, and for the first eight (8) hours on Saturday will be charged at time and a half. Double Time Hours All work performed in excess of twelve hours (12) hours Monday thru Friday, in excess of eight (8) hours on Saturdays, or on a Sunday and Holidays, and times earlier than 5 a.m. will be charged at double time. Scheduled Service required within one (1) to four (4) days. Emergency Service required same day within eight (8) hours. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 PSA20-873UTIL City Attorney Approved Version 6/12/18 11 Qualifications: All instances are considered an exception and can be reviewed and reduced on an individual basis.* *Contractor will try and be as fair as possible with any "normal" hours service calls as well as "off Hours" service calls. Sometimes there may be somebody nearby and can assist quickly without effecting the job that the service foreman is currently working on. Each instance can be reviewed with City prior to billing. Materials Materials required will be charged accordingly per Trade Service Pricing, RS Means or equivalent. Total equals labor, materials, plus 15% overall markup. DocuSign Envelope ID: A4F607AD-BF38-49D3-87EF-8D273A7D2935 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10/18/2018 Wood Gutmann &Bogart15901RedHillAve.,Suite 100TustinCA92780 Nicole Gaines 714-505-7000 714-573-1770 NGaines@wgbib.com Columbia Casualty Company NATIO13 Travelers Property Casualty 25674NationalElectricWorks,Inc.National Security WorksNationalITWorks4440RainierAve.,Suite 101SanDiegoCA92120-3319 Travelers Indemnity Co of CT 25682 885443128 C X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X Y Y DT22CO9J758608TCT18 10/1/2018 10/1/2019 2,000,000 C 1,000,000 X XX Y DT8109J756074TCT18 10/1/2018 10/1/2019 B X 5,000,000 X CUP9J7971971826 5,000,000 10/1/2018 10/1/2019 B Y UB9J76258A1826G 10/1/2018 10/1/2019 X 1,000,000 1,000,000 1,000,000 A ProfessionalLiabincludesPollution CEO591901410 10/1/2018 10/1/2019 Each claim limitAggregatelimitPerclaimdeductible 2,000,0003,000,0005,000 Blanket Additional Insured (Contractors)applies per form CGD2460805 (ongoing &completed ops)GL Primary &Non-Contributory Form applies per attached CGD2460805GLWaiverofSubrogationFormappliesperattachedCGD3161111GLPerProjectAggregateFormappliesperattachedGD2110104WC30DayNoticeofCancellationperattachedWC9906R300WCWaiverofSubrogationFormappliesperattachedWC990376AAuto30DayNoticeofCancellationperattachedILT4050311AutoAdditionalInsuredandWaiverofsubrogationappliesperattachedCAT35302015SeeAttached... City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: NATIO13 1 1 Wood Gutmann &Bogart National Electric Works,Inc.National Security WorksNationalITWorks4440RainierAve.,Suite 101SanDiegoCA92120-3319 25 CERTIFICATE OF LIABILITY INSURANCE Auto Additional Insured -Primary &Non-Contributory applies per attached CAT4740216UmbrellaPolicyfollowsform. CERTIFICATE HOLDER VESTING:City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services Policy Number: DT22CO9J758608TCT18 Policy Number: DT22CO9J758608TCT18 DT22CO9J758608TCT18 UB9J76258A1726G 30City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services PO Box 4668 - ECM #35050 New York, NY 10163-4668 11/01/17 UB9J76258A1826G 10-01-2018 UB9J76258A1826G POLICY NUMBER: ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: PERSON OR ORGANIZATION: ADDRESS: PROVISIONS: If we cancel this policy for any statutorily permitted above. We will mail such notice to the address shown reason other than nonpayment of premium, and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or organization shown in the schedule IL T4 05 03 11 © 2011 The Travelers Indemnity Company. All rights reserved.Page 1 of 1 Policy Number: DDT8109J756074TCT18 POLICY NO: DT8109J756074TCT18