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HomeMy WebLinkAboutWonderware Inc dba CORE Business Technologies; 2023-04-25; City Attorney Approved Version 12/28/2022 1 AGREEMENT BETWEEN WONDERWARE, INC AND THE CITY OF CARLSBAD THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2023, by and between the City of Carlsbad, California, a municipal corporation ("City"), and Wonderware, Inc., a Rhode Island corporation doing business as CORE Business Technologies ("Contractor"). RECITALS City requires the professional services of Contractor to modify how payments are processed for transient occupancy tax obligations due to the City. 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 will be three thousand dollars ($3,000.00). 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 as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify, defend, and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney 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 fees, costs or expenses 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. DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D 25th April City Attorney Approved Version 12/28/2022 2 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. 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 For Contractor Name Maria Callander Name Melissa Berube Title IT Director Title Customer Service Manager Department Information Technology Address 950 Warren Ave, 4th Floor City of Carlsbad East Providence, RI 02914 Address 1635 Faraday Ave Phone No. 1.866.567.2673 ext 1469 Carlsbad, Ca 92008 Email mberube@corebt.com Phone No. 442.602.2454 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. 8. 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 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D City Attorney Approved Version 12/28/2022 3 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. /// /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D City Attorney Approved Version 12/28/2022 4 15. 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 By: By: (sign here) IT Director (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER City Clerk (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: CINDIE K. McMAHON, City Attorney By: Deputy City Attorney DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D Dan Paulus CEO CFORaj Lakhani for City Attorney Approved Version 12/28/2022 5 EXHIBIT “A” 950 Warren Avenue, Suite 400, East Providence, RI 02914 866.567.CORE (2673) corebt.com Change Request Form Carlsbad Kelly DeMille Change Description Customers have been paying by ACH with amounts that are causing checks to bounce on approval for TOTBC transactions. Change Reason Bounced checks are causing monetary issues for the city. Proposed Solution Approved If a TOTBC transaction is for an amount larger than $300,000.00, the system will not allow for an ACH tender. Approvals Cost $3,000.00 Schedule Impact N/A | DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 11/8/2022 Marsh &McLennan Agency LLC8144WalnutHillLane,16th FloorDallasTX75231 Brianne Baldree 972-770-1600 Brianne.Baldree@MarshMMA.com Great Northern Insurance Company 20303 WONDEINC Federal Insurance Company 20281WonderwareInc.dba CORE Business Technologies950WarrenAvenue,Suite 400EastProvidenceRI02914 ACE American Insurance Company 22667 Chubb Indemnity Insurance Company 12777 1884384458 A X 1,000,000 X 1,000,000 15,000 1,000,000 2,000,000 X X 36060170 11/1/2022 11/1/2023 2,000,000 A 1,000,000 X X 73611740 11/1/2022 11/1/2023 B X X 5,000,0007819103211/1/2022 11/1/2023 5,000,000 X 0 D X7182731211/1/2022 11/1/2023 1,000,000 1,000,000 1,000,000 CB Tech E&O incl Cyber Crime D9513238882611069 11/1/202211/1/2022 11/1/202311/1/2023 LimitAggregate LimitLimit 5,000,0005,000,0001,000,000 Additional Insured form #80-02-2367 edition 05/07 applies to the General Liability policy.Waiver of subrogation form #80-02-2000 edition 04/01 applies to the General Liability policy.Primary and Non-Contributory #80-02-2367 edition 05/07 applies to the General Liability Policy. Additional Insured form #16-02-0292 edition 11/16 applies to the Auto Liability policy.Waiver of subrogation form #16-02-0292 edition 11/16 applies to the Auto Liability policy.Primary and Non-Contributory #16-02-0316 edition 10/14 applies to the Auto Liability Policy. See Attached... City of Carlsbad/CMWDAttn:IT Department1635FaradayAvenueCarlsbadCA92011 DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D 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: WONDEINC 1 1 Marsh &McLennan Agency LLC Wonderware Inc.dba CORE Business Technologies950WarrenAvenue,Suite 400EastProvidenceRI02914 25 CERTIFICATE OF LIABILITY INSURANCE Waiver of subrogation form #WC-00-03-13 edition 04/84 applies to the Workers Compensation policy.California Waiver of subrogation form #WC-90-03-75 edition 05/18 applies to the Workers Compensation policy. The General Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchstatus. The General Liability policy contains an endorsement with “Primary and Non-Contributory”wording that may apply only when there is a written contract betweenthenamedinsuredandthecertificateholderthatrequiressuchwording. The General Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchwording. The Auto Liability policy includes a blanket additional insured endorsement to the certificate holder only when there is a written contract between the namedinsuredandthecertificateholderthatrequiressuchstatus. The Auto Liability policy contains an endorsement with “Primary and Non-Contributory”wording that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. The Auto Liability policy contains a blanket waiver of subrogation endorsement that may apply only when there is a written contract between the named insuredandthecertificateholderthatrequiressuchwording. The Worker’s Compensation policy includes a blanket waiver of subrogation endorsement that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. The Worker’s Compensation policy includes a California waiver of subrogation endorsement that may apply only when there is a written contract between thenamedinsuredandthecertificateholderthatrequiressuchwording. Certificate Holder Includes:The City of Carlsbad,its officials,employees and volunteers. DocuSign Envelope ID: 528C36B6-12FC-4CB6-8102-985D0807654D