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HomeMy WebLinkAboutAssetWorks LLC; 2020-01-09; PSA20-899CAAGREEMENT FOR FUEL PUMP COMPUTER UPGRADE AT CARLSBAD FLEET OPERATIONS BUILDING ASSETWORKS, LLC PSA20-899CA THIS AGREEMENT is made and entered into as of the q +tJ_ day of -..,q.....,=-'-"'-'-'=-==--w"----' 2020, by and between the CITY OF CARLSBAD, a municipal co oration, ("City" , and ASSETWORKS, LLC, a limited liabilty company, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in fleet hardware installation services. B. Contractor has the necessary experience in providing professional services and advice related to Windows 7 ICU upgrades, remote FuelFocus site startup services and project management. 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 three months (3) months from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fourteen thousand seven hundred eighty-four dollars ($14,784). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as City Attorney Approved Version 6/12/18 PSA20-899CA necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION AND LIMITATION OF LIABILITY Contractor agrees to indemnify the City and its officers, officials, employees and volunteers from and against all third-party claims, damages, losses and expenses including reasonable 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. Except for Contractor's obligations to indemnify for third party claims for personal injury, death, property damage or infringement, in the event of any claim brought by one party against another hereunder, a party will be liable only for actual, direct losses or damages incurred (including cost of cover), limited to the amount of fees paid to Contractor under this Agreement, provided, the claiming party shall be obliged to take reasonable steps to mitigate its losses or damages. Except for Contractor's obligations to indemnify for third party claims for personal injury, death, property damage or infringement, irrespective of the basis or theory of the claim, neither party will be liable for any special, punitive, exemplary, indirect, incidental or consequential damages of any kind, including, without limitation, lost profits or loss of data, even if it has been advised of the possibility of such damages. City Attorney Approved Version 6/12/18 2 PSA20-899CA 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 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. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 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. City Attorney Approved Version 6/12/18 3 PSA20-899CA 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the documentation for Contractor's records. 14. COPYRIGHTS Intentionally Deleted. Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 4 PSA20-899CA 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Greg Maclellan Title Senior Business System Spec. Department Public Works City of Carlsbad Address 1635 Faraday Av Carlsbad, CA 92008 Phone No. 760-602-2778 For Contractor Name Tyler Beaty Title Project Manager 998 Old Eagle School Road, Ste Address 1215 -------------- Wayne, PA 19087 Phone No. 916-230-4458 Email tyler. beaty@assetworks.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No D 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory City Attorney Approved Version 6/12/18 5 xx PSA20-899CA 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. nothing in this procedure will prohibit the parties from seeking remedies available to them at law 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5)) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the City Attorney Approved Version 6/12/18 6 PSA20-899CA County of San Diego, State of California, and the parties waive all provisions of law· providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS lt is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. · 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 25.1 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. Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 6/12/18 7 PSA20-899CA 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR ~ (\!'\C',_ \ \ (::? \-\ ~. Q. ~_) \/ ~ (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California )lo fv,V-f _, Vv £,d-1, 'Z., Su vu J~E-NOTARIAL SEAL ¥UDITH L. SONS, NOTARY PUBLIC M C redyfferin Township, Chester County Y omm1ss1on Expires September 30, 2021 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 6/12/18 8 AssetWORKS LIMITED LIABILITY CORPORATION CERTIFICATE OF AUTHORITY I do hereby certify that Gordon Smith, Vice President and Portfolio Manager of AssetWorks LLC is authorized and empowered to make, enter into, sign, seal and deliver on behalf of AssetWorks LLC contracts for the sale and license of Asset Works products and services. I do hereby further certify that said authority has been in effect since 30 September 2008 and has not been modified, amended or repealed and is in full force and effect as of this date and that Matthew Sheaffer is duly elected Vice President of Finance for AssetWorks LLC. Attest: Brian Beatty Secretary of AssetWorks LLC 20 December 2019 Date Signed Commonwealth Of Pennsylvania County Of Chester The foregoing instrument was acknowledged before me this 30 Sept 2019 by Brian Beattie, Secretary of AssetWorks LLC, a Delaware corporation, on behalf of the corporation. I;-le is personally known to me. j / ' ' {I ( Corm11011wealth of ~fa NOTARIAL SEAL JUDm-1 L SONS, NOTARVPUBL.IC Tredyfferln Townahlp Ohelttr Odunty Mv 0ommi..1on l)iplrce ••~mfler30, 2021 ' , ' • I i' i ~ / \ .,. \" , ,{ ) I I.. /I l )_ (/ I -1 I-\ • • •• 1 , I l L\----' Judith Lynn Sons, Notary My commission Expires on 9/30/2021 998 Old Eagle School Road, Suite 1215, Wayne, Pennsylvania 19087 Tel: 610.687.9202/ Fax: 610.971.9447 www.assetworks.com AssetWORKS LIMITED LIABILITY CORPORATION CERTIFICATE OF AUTHORITY I do hereby certify that Matthew Shaeffer, Vice President of Finance of AssetWorks LLC is authorized and empowered to make, enter into, sign, seal and deliver on behalf of Asset Works LLC contracts for the sale and license of AssetWorks products and services. I do hereby further certify that said authority has been in effect since 30 September 2008 and has not been modified, amended or repealed and is in full force and effect as of this date and that Matthew Sheaffer is duly elected Vice President of Finance for AssetWorks LLC. Attest: Brian Beatty Secretary of Asset Works LLC 20 December 2019 Date Signed Commonwealth Of Pennsylvania County Of Chester The foregoing instrument was acknowledged before me this 30 Sept 2019 by Brian Beattie, Secretary of AssetWorks LLC, a Delaware corporation, on behalf of the corporation. He is personally known to me. . , / , / r,..,,-- Commonwealth of Pennsytvanta NOTARIAL SEAL JUDJTJ-1 ~ SONS, NOTARY PUBLIC Tredyffer'!fl TawnehlpJ. Gheeter Qoi.,nty My @@fflfflll!§l@fl ~if-e§ aemombo, io, 1011 / ' / -.· ./ . . ( u;1._/ /-!(_ \·"'-l_ '-C_-~,( I / ci I Judith Lynn Sons, Notary My commission Expires on 9/30/2021 998 Old Eagle School Road, Suite 1215, Wayne, Pennsylvania 19087 Tel: 610.687.9202/ Fax: 610.971.9447 www.assetworks.com PSA20-899CA EXHIBIT "A" SCOPE OF SERVICES Contractor to provide fuel hardware and services to upgrade the fuel system computer at the Carlsbad Fleet Operations building located at 2480 Impala Drive, Carlsbad, 9201 O. The scope of services shall include the tasks as follows: Fuel Hardware Description QTY UNIT PRICE Line Total Windows 7 ICU Upgrade - 8 Hose Wireless HID (includes free Win1 O 1.00 USO 7,025.60 USO 7,025.60 flash disk when available) FJ3 RFID Hioh Power Antenna with Mast Adapter 1.00 USO 690.00 USO 690.00 Dual Mode 918MHz & 2.4GHz Nozzle Transponders -Universal FJ3 8.00 USO 395.37 USO 3,162.96 (with field replaceable batteries) Fuel Hardware Shipping Costs 1.00 USO 125.00 USO 125.00 Fuel Hardware TOTAL USO $11,003.56 Service Description Line Total Hardware Installation Services USO 1,640.00 Remote FuelFocus Site Startup Services USO 410.00 Project Management Services USO 1,230.00 Travel Costs USO 500.00 Service TOTAL: USO $3,780.00 TOTAL: USO $14,783.561 Notes/Assumptions 1. Pricing includes getting site 2.4GHz ready for future FJ3 RF Vehicle ID Boxes. 2. Does not include permits, permit fees or site as built drawings. 3. Subject to any applicable state and/or local sales tax, import duties, PST, VAT. 4. Warranty is one (1) year parts with telephone help desk support. Extended warranty plans are available for subsequent years. Warranty expires at 12 months from date of install or 15 months from date of shipment, whichever comes first. 5. Client must have a tested network connection at the fuel island. This connection needs to be able to ping the FleetFocus Server successfully. Failure to provide site in this condition could result in additional charges for labor and travel. 6. Site must have fuel in tanks, dispensers primed and ready to pump fuel for full site certification. Failure to provide site in this condition could result in additional charges for labor and travel. 8 Following represents a checklist of items that need to be performed to comply with "FMS Ready". PSA20-899CA 1. Have an electrical contractor mount the FuelFocus Island Controller pedestals and fasten to concrete. 2. Conduit Requirements -Have electrician run a conduit from the master dispensers to pedestal as needed. Our electrical requirements to each FMS Island Controller are as follows: 1. We will need dedicated power from a circuit breaker panel to each Fuel Focus Island Controller. The power for each FMS Controller can be pulled off one circuit breaker. 2. We will need a dedicated conduit back to the building from each FMS Controller for communication wiring unless RF LAN connectivity will be used. These may be looped also. Please note that a maximum cable length for CAT5/6 is 300 feet. 3. We will need one conduit from the pedestal to be terminated in the dispenser electrical junction box. 1 . We will either need: 1. i. A second conduit from the pedestal to the pulser junction box in the dispenser, or 2. ii. The pulser junction box in the dispenser piped over to the electrical junction box in the dispenser 2. Contractor must mount RFID Antenna centrally to all fuel lanes if RFID option is purchased. Must have conduit from nearest FuelFocus Island Controller to this point. Please discuss location with AssetWorks Project Team. 3. (For Transit Lanes only) Mount Banner sensor in each fuel lane and run conduit from sensor to respective FuelFocus Island Controller. 4. Cable Requirements -Have electrician pull the following cables -leaving at least three feet extra to extend above the top of the pedestal and as much as possible to fit in the electrical junction box within the dispensers: The items lettered below correspond with the same letter of the conduit above. 1. Three 14AWG minimum THHN gas/oil resistant wires for power, neutral, ground to each FMS Controller from breaker panel. Terminate at panel, wire nut FMS System ends and mark breaker. Lock breaker in off position 2. Pull whatever cable is appropriate based on client demands and location parameters to ensure a reliable TCP/IP ethernet connectivity at the fuel island to each Island Control Unit. This may be a CAT5/6 cable, fiber optics or RF Ethernet connectivity. If the TLS Interface option is chosen, there are two methods of connecting the Veeder Root console to FuelFocus. The first method is via a RS232 card installed in the Veeder Root (client responsibility). While this is a less expensive option -RS232 is only rated to communicate effectively if the distance between the Veeder Root and the nearest FuelFocus Controller does not exceed fifty (50) feet. If RS232 is used, a four conductor shielded cable must be installed between the two. Veeder Root connectivity can also be achieved via TCP/IP as an option. 9 PSA20-899CA This method requires the installation of a ethernet card in the Veeder Root console, and then a CAT5/6 network connection run from the clients network to the Veeder Root -keeping in mind CAT5/6 distance limitations shown above. Procurement, installation, and configuration and programming of either method are the client responsibility. 3. Pull four 14AWG minimum THHN gas/oil resistant wires to each pump/dispenser (eight if it is a two-hose pump/dispenser) electrical junction box for control wiring. One of these wires should be white for neutral. Dispenser must be able to have handle wired hot at all times when using RFID technology and solenoid will be used for system control. 4. Pull a four conductor 22AWG minimum shielded cable to the dispenser for pulser communication. Please consult with an AssetWorks technician if these distances exceed three hundred (300) feet. 5. Pull the CAT5/6 wire included with WAF Antenna to the FuelFocus Island Controller along with a single 14AWG THHN green wire for grounding purposes. 6. (For Transit Lanes only) Pull included cable for Banner Sensor through conduit. Extend length if needed. Call AssetWorks to schedule a date for final terminations when all of the above is done. Note -all wiring and conduits described above are what is needed for FuelFocus Island Controller System only. This document assumes the station and dispensers to be wired already. Price and Payment Terms a. Each Statement of Work will either be on a time and material basis or a fixed price basis, specified in the Statement of Work. The Statement of Work may or may not include a definitive list of "Deliverables" that must be completed by Contractor. In some instances, the Statement of Work will include a date by which "Deliverables" must be completed. b. In the event that Services result in greater Contractor duties than contemplated by the Statement of Work, City will work closely and in good faith with Contractor to modify the Statement of Work to ensure that the City's requirements are addressed and Contractor's fees shall be adjusted to reflect increased City requirements. c. Unless specifically addressed in the Statement of Work, all travel and expenses incurred will be extra and billed at the time of incurrence. d. Invoiced amounts are due and payable 30 days from the date of the invoice. The preferred means of payment is by electronic funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed Wire) or Direct Deposit (ACH). e. Custom modules, interfaces and other software can be placed under the Contractor Software Maintenance program. The cost for software maintenance is typically 20% of the cost of the custom build annually. f. Contractor reserves the right to apply a late payment charge of 1.5% per month, or the maximum rate permitted by law if lower, to amounts outstanding more than thirty (30) days after the date of the invoice and Contractor retains the right, in 10 PSA20-899CA Contractor's sole discretion and in addition to its other rights and remedies, to cease further performance of the Statement of Work. g. Bill to Address. The invoice will be mailed to the City address at the top of this Agreement unless otherwise indicated in the Statement of Work. Resources to be Provided by City a. City shall provide, maintain and make available to Contractor, at City's expense and in a timely manner, the resources described in this section 4, the Statement of Work, and such other additional resources as Contractor may from time to time reasonably request in connection with Contractor performance of the Services. Delays in the provision of these resources may result in delays in the performance of the Services, or an increase in the Price. b. City will designate qualified City personnel or representatives to consult with Contractor on a regular basis in connection with the Services. City will furnish such documentation and other information as is reasonably necessary to perform the Services. c. City shall furnish access to City's premises, and appropriate workspace for any Contractor personnel working at City's premises, as necessary for performance of those portions of the Services to be performed at City's premises. d. City shall meet all assumptions noted on the Statement of Work. Intellectual Property a. City and Contractor shall each retain ownership of, and all right, title and interest in and to, their respective pre-existing Intellectual Property, and no license therein, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder. To the extent the parties wish to grant to the other rights or interests in pre-existing Intellectual Property, separate license agreements on mutually acceptable terms will be executed. b. The Services performed, code developed and any Intellectual Property produced pursuant to this Agreement are not "works for hire." c. As used herein, "Intellectual Property" shall mean inventions (whether or not patentable), works of authorship, trade secrets, copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Statement of Work or Deliverable whether or not first created or developed by Contractor in providing the Services. 11 ACORD™ CERTIFICATE OF LIABILITY INSURANCE REVISED(2) I DATE (MM/DD/YY) 11/04/2019 PRODUCER Serial# 173617 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 100 KING STREET WEST, SUITE 4700 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TORONTO, ON MSX 1 E4 CANADA INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: FEDERAL INSURANCE COMPANY 20281 CONSTELLATION SOFTWARE INC. AND CHUBB INSURANCE COMPANY OF CANADA ASSETWORKS LLC INSURER B: FLEET DIVISION INSURER C: 998 OLD EAGLE SCHOOL RD. INSURER D: I WAYNE. PA 19087 INSURER E: COVERAGES 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 POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L TYPE OF INSURANCE POLICY NUMBER Pgk1W,~~,'fi<riT{,X,~ p8k!fl,~~~,WiN LIMITS LTR NSRi: GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -X COMMERCIAL GENERAL LIABILITY S~~~i~JSl}~J~~nce\ $ I CLAIMS MADE [8J OCCUR MED EXP (Any one person) $ 25,000 A 99504839 09/27/2019 09/27/2020 PERSONAL & ADV INJURY $ 1,000,000 -GENERAL AGGREGATE $ 2,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 1,000,000 xl n PRO-POLICY JECT nLOC TENANTS LEGAL LIABILITY 1,000,000 ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO (Ea accident) -ALL OWNED AUTOS BODILY INJURY -$ SCHEDULED AUTOS 73600397 09/27/2019 09/27/2020 (Per person) A -X HIRED AUTOS BODILY INJURY -$ X NON-OWNED AUTOS (Per accident) -ALL AUTOS OWNED AND/OR -PROPERTY DAMAGE $ LEASED TO THE NAMED INSURED (Per accident) GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ R ANY AUTO OTHER THAN EAACC $ AUTO ONLY: AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 2,000,000 B IBJoccuR □ CLAIMS MADE AGGREGATE $ 2,000,000 ✓ 78183369 09/27/2019 09/27/2020 $ R DEDUCTIBLE $ RETENTION $ $ WORKER"S COMPENSATION AND x I T~~JI~Ns I flcTH-ER A EMPLOYERS" LIABILITY 7176-4342 09/27/2019 09/27/2020 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE EL EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? EL DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under SPECIAL PROVISIONS below EL DISEASE -POLICY LIMIT $ 1,000,000 OTHER TECHNOLOGY ERRORS AND A OMISSIONS LIABILITY 99504839 09/27/2019 09/27/2020 $1,000,000 / (PROFESSIONAL LIABILITY) PER CLAIM & IN THE AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: UPGRADE FUEL PUMP COMPUTER AT FLEET, AGREEMENT NUMBER: PSA20-899CA CITY OF CARLSBADICMWD' IS ADDED AS ADDITIONAL INSURED WITH RESPECT TO THE COMMERCIAL GENERAL LIABILITY POLICY, BUT ONLY WITH RESPECT TO LIABILITY ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. THE US COMMERCIAL GENERAL LIABILITY POLICY, US AUTOMOBILE POLICY, US WORKER'S COMPENSATION & EMPLOYER'S LIABILITY POLICY AND TECHNOLOGY ERRORS AND OMISSIONS LIABILITY POLICY HAVE BEEN PLACED BY WILLIS OF ILLINOIS, INC.IGAB. WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY HAS ONLY ACTED IN THE ROLE OF A CONSULTANT TO THE CLIENT WITH RESPECT TO THESE PLACEMENTS WHICH ARE INDICATED HERE FOR YOUR CONVENIENCE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL~DAYS WRITTEN CITY OF CARLSBAD/CMWD NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL C/O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 4668 -ECM #35050 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR NEW YORK, NY 10163-4668 REPRESENTATIVES. AUTHORIZED REPRESENTATIVE I w2(7 SF ACORD 25 (2001/08) © ACORD CORPORATION 1988 CHUBBm Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued SEPTEMBER 27, 2019 1D SEPTEMBER 27, 2020 SEPTEMBER 27, 2019 995048-39 GAB CONSTELLATION SOFIW ARE, INC. FEDERAL INSURANCE COMPANY OCIDBER 18, 2019 This Endorsement applies to the following forms: GENERAL LIABil.,ITY Who Is An Insured Additional Insured -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured. the following provision is added Persons or organizations shown in the Schedule are insureds~ but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an imured only: • if and then only to the extent the person or organization is described in the Schedule~ • to the extent such contract or agreement requires the person or organization to be afforded status as an ~ • for activities that did not occur, in whole or in part, before the execution of the contract or agreement and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an imured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages. loss. cost or expense for in jury or damage, to which this insurance applies. that the person or organization would have in the absence of such contract or agreement. Adcfttional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement. to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement. to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Schsduled Person Or Organization last page Endorsement Page 2 CHUBB. Policy Conditions Endorsement Policy Period SEPTEMBER 27, W19 TO SEPTEMBER 27, WW Effective Date SEPTEMBER 27, W19 Policy Number 9950-48-39 GAB Insured CONSTELLATION SOFIWARE, INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued OCfOBER 18, Wl9 This Endorsement applies to the following forms: COMMON POLlCY CONDIDONS Conditions Cancellation Policy Conditions FormB0-02-9766 (Ed. 8-04) The following changes are made as respects exposures in the state of Iowa Under Conditions, the provisions titled Cancellation and When We Do Not Renew are deleted and replaced by the following: A. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. B. We may cancel this policy by mailing or delivering to the first named imured and any loss payee advance written notice of cancellation at least 1. 30 days before the effective date of cancellation if we cancel due to loss of reinsurance, subject to subparagraph D.6.; or 2. 10 days before the effective date of cancellation if we cancel for any other reason. C. Cancellation of policies in effect for less than 60 days. If this policy is a new policy and has been in effect for less than 60 days we may cancel for: 1. loss of reinsurance, subject to subparagraph D.6.; or 2. any other reason. Iowa Mandatory -Gancellation And Nonrenewal continued Endorsement Page 1 Conditions Cancellation (continued) Non renewal Policy Conditions Form 80-02-9766 (Ed. 8-04) D. Cancellation of policies in effect for 60 days or more. If this policy has been in effect for 60 days or more or if this policy is a renewal of a policy we issued, we may cancel only for one or more of the following reasons: L nonpayment of premium; 2. misrepresentation or fraud made by or with your knowledge in obtaining the policy, when renewing the policy, or in presenting a claim under the policy; 3. acts or omissions by you that substantially change or increase the risk insured; 4. determination by the commissioner that the continuation of the policy will jeopardize our solvency or would place us in violation of the insurance laws of this or any other state; 5. you have acted in a manner which you knew or should have known was in violation or breach of a policy term or condition; or 6. loss of reinsurance which provides coverage to us for a significant portion of the underlying risk insured, but only if the commissioner determines that such cancellation is justified. E. We will mail or deliver our notice to the first named insured's and any loss payee's last mailing address known to us. Notice of cancellation will state the specific reasons for cancellation. F. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. G. If this policy is canceled, we will send the first named imured any premium refund due. If we cancel. the refund will be pro rata. If the first named imured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. H. If notice of cancellation is mailed, a post office department certificate of mailing is proof of receipt of the notice. If cancellation is for nonpayment of premium, a certificate of mailing is not required. If we decide not to renew this policy, we will mail or deliver written notice of nonrenewal to the first named imured and any loss payee at least 45 days before the expiration date. We will mail or deliver our notice to the first named imured's and any loss payee's last mailing address known to us. If notice is mailed, a post office department certificate of mailing is proof of receipt of the notice. All other terms and conditions remain unchanged. Authorized Representative Iowa Mandatory -cancellation And Nonf9newal last page Endorsement Pags2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 99 03 04 (Ed. 7-08) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT- CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The tollowtng "attaching claUM' need be completed only ¥otl&n 1h18 endcnement 18 lseued eub9equent to preparation of the po Icy.) This endorsement, effective on 09/27/19 (DATE) at 12:01 A. M. standard time, forms a part of Policy No. (19)7176-43--42 of the FEDERAL INSURANCE COMPANY (NAA4E OF INSURANCE OOMPANY) issued to CONSTELLATION SOFTWARE, INC. Endorsement No. 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. The additional premium for the blanket waiver offered by this endorsement shall be 1.00 % of total California premium. Schedule Penson or Organization BLANKET WAIVER -ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER WC 99 03 04 (Ed. 7-08) JobDeecription ALL CALIFORNIA OPERATIONS