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HomeMy WebLinkAboutMitsubishi Electric Power Products Inc; 2024-09-26; PSA25-3512FACPSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR CITYWIDE UPS PREVENTATIVE MAINTENANCE SERVICES MITSUBISHI ELECTRIC POWER PRODUCTS, INC. D.B.A. COMPUTER PROTECTION TECHNOLOGY THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Mitsubishi Electric Power Products, Inc., a Delaware corporation, d.b.a. Computer Protection Technology ("Contractor"). RECITALS A.City requires the services of a consultant that is experienced in UPS preventative maintenance. B.Contractor has the necessary experience in providing services and advice related to UPS preventative maintenance. 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 five (5) 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, which shall become effective upon signature by both parties. 4.TIME IS OF THE ESSENCE Time is of material importance for each and every provision of this Agreement. 5.COMPENSATION The annual fee payable for the Services to be performed during the initial Agreement term shall not exceed nineteen thousand four hundred fifty-one dollars and twenty-five cents ($19,451.25) and shall be due and payable within 30 days of receipt of invoice. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Time and material services are those services or repairs provided by Contractor that are not included in the Services Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 26th September PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 2 identified in Exhibit A to this Agreement and will be billed on a labor and parts basis, due and payable net thirty (30) days from date of invoice, subject to written amendment. Contractor will provide City with thirty (30) days’ notice prior to the renewal of any Agreement term, of any increase in the annual fee payable for this Agreement. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6.PUBLIC WORKS 6.1 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 constitute “public works” under California Labor Code section 1720 et seq. and 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. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7.CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 3 It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. 8.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. 9.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. 10.OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11.INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers (“Indemnified Parties”) from and against all third party claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused 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. Notwithstanding the foregoing, Contractor’s obligation to indemnify City shall not apply to liabilities arising from the active negligence or willful misconduct of Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 4 the Indemnified Parties. City will provide Contractor with prompt written notice of any claims, damages, loses or expenses for which City seeks indemnification. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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. 12.WARRANTY Contractor warrants that the services provided under this Agreement will be performed in a competent manner. Contractor further warrants that any parts furnished by Contractor in connection with this Agreement must be provided with clear title and shall be free from defects in material and workmanship at the time of installation. Contractor’s sole and exclusive liability, and City’s sole and exclusive remedy, under these warranties will be that Contractor, promptly repairs or replaces any defective parts and/or reperform the Services. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, CONTRACTOR MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PARTS OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY EXCLUDED. 13.LIMITATION OF LIABILITY In no event, whether in contract, warranty, tort (including negligence) or otherwise, shall Contractor be liable to customer or any third parties for indirect, incidental, special or consequential damages of any nature or from any cause whatsoever, including, but not limited to, loss of use of equipment, lost production, loss of data, lost profits, loss of customers, cost of substitute equipment, facilities or services or down time. Contractor’s entire liability and City’s sole and exclusive remedy for any and all claims in connection with or arising out of this Agreement or Contractor’s furnishing of the services and products described in this Agreement shall be limited to City’s actual and direct damages, not to exceed the compensation amount of the Agreement. 14.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. Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 5 14.1 Coverage and Limits. Contractor will maintain the types of coverages and limits indicated below, unless Risk Manager or City Manager approves a lower amount. These 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. 14.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $1,000,000 per occurrence/$2,000,000 aggregate. 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. 14.1.2 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. 14.1.3 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. 14.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 14.2.1 The City will be included as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 14.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 14.2.4 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. 14.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 14.4 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 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 6 payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 15. 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. 16. 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 pertaining to service charges pursuant to this Agreement. Contractor will allow review of foregoing records related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 17. 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. 18. 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. 19. 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 are: For City For Contractor Name Brian Bacardi Name Meggan Murphy Title Public Works Superintendent Title Regional Sales Contract Manager Department Public Works Address 1215 Pacific Oaks Place, Suite 106 City of Carlsbad Escondido, CA 92029 Address 1635 Faraday Ave. Phone No. 800-841-0789 Carlsbad, CA 92008 Email Meggan.Murphy@meppi.com Phone No. 442-339-2944 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. Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 7 20.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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 21.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. 22.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 23.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 24.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 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 8 by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 25.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. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party 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. 26.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. 27.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. Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 9 28. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. 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. 29. 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. 30. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 31. 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. This Agreement may be executed in counterparts. 32. 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. 33. FORCE MAJEURE - Neither party shall be liable to the other party if the performance of any of its obligations under this Agreement, other than the payment of money, is prevented or delayed due to a Force Majeure Event (as defined). “Force Majeure Event” means any event or cause beyond the delayed party’s reasonable control (excluding payment obligations), provided that such event or cause was not the result of, in whole or in part, the negligence, acts, omissions or misconduct, of the delayed party, its subcontractors or their employees or agents. Force Majeure Events include, but are not limited to, fire, flood, national strike or other labor issue, act of god, act of governmental authority, terrorism, act of the other party, riot, embargo, weather, epidemic, public health crisis, government regulations, or federal, state or local emergencies and disasters. For the avoidance of doubt, the foregoing list is intended to be illustrative and not exhaustive. In the event performance under this Agreement, or a party reasonably anticipates that performance will be delayed, due to a Force Majeure Event, the delayed party will (A) give timely written notice of the occurrence of the Force Majeure Event to the other party, which notice must include a description of the Force Majeure Event and the effect on the delayed party’s performance, (B) use its commercially reasonable efforts to overcome and mitigate the cause of the Force Majeure Event, (C) continue performance of all of its obligations that are not affected by the Force Majeure Event, (D) update the other party as to the status of the delay and the delayed party’s mitigation efforts at regular intervals as agreed by the parties and (E) upon cessation of the Force Majeure Event, promptly perform or complete its performance of the obligations which were prevented or delayed. The delivery schedule Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 10 or time for performance under this Agreement will be extended by a period of time reasonably necessary to overcome the effect of such delay. Notwithstanding the foregoing, neither party will be obligated to perform its obligations under this Agreement, if the Force Majeure Event renders continued performance excessively onerous, costly or burdensome due to the occurrence of a Force Majeure Event. [signatures on following page] Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 11 Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California MITSUBISHI ELECTRIC POWER PRODUCTS, INC., a Delaware corporation, d.b.a. Computer Protection Technology By: By: Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager (sign here) Troy Wilson, Service and Operations Manager (print name/title) Attest: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy 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: _____________________________ Assistant City Attorney Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 September25 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 12 EXHIBIT A SCOPE OF SERVICES AND FEE Contractor to provide all materials, tools and labor required to perform quarterly preventative maintenance on the following equipment: Notes: - Four (4) Preventative Maintenance Visits Per Year - Prevailing Wage Labor Rates Included Location Equipment Model No. Serial No. Annual Price Alga Norte Aquatic Center 2.2 kVA Myers UPS & Batteries 6-EM-3-S-Z 85179L2-1 $605.85 Alga Norte Aquatic Center 12.5 kVA Myers UPS & Batteries IC3-012-UPCR 85179L1-1 $1,323.00 Pine Park Community Center 2.7 kVA Dualite Lighting Invertor UPS D120-27S-120 LDL 2.7K 5473 $605.85 City Hall (South Data Room) 10 kVA Mitsubishi UPS & Batteries UP1133A-A103SU-2 18-7M85983-05 $992.25 Dove Library 150 kVA Mitsubishi UPS & Batteries UP9833A-D154DU-4 06-7M71651-05 $2,952.60 Faraday 80kVA Mitsubishi UPS & Batteries UP9933A-A803DU-4 08-7M72386-03 $1,878.45 Faraday 20kVA Mitsubishi UPS & Batteries UP1133A-A203SU-2 15-7M85104-10 $1,878.45 Fire Station No. 2 10 kVA Myers UPS & Batteries EM-1280IPDD 133644L1-1 $992.25 Library Learning Center 20 kVA Mitsubishi UPS & Batteries UP1133A-A203SU-2 18-7M85900-09 $992.25 Library Learning Center .98 kVA Staco Lighting Invertor UPS 924 USL007110- A1AAX00X00XA0C 11829467-0907 $605.85 Police & Fire Headquarters 20 kVA Mitsubishi UPS & Batteries UP1133A-A203SU-2 18-7M85900-10 $1,411.20 Police & Fire Headquarters 20 kVA Mitsubishi UPS & Batteries UP1133A-A203SU-2 18-7M85956-01 $1,411.20 Police & Fire Headquarters 1.7 kVA Satco Lighting Invertor USL017550- A1AAX00X00XA00 65381L1-1 $605.85 Police & Fire Headquarters .5 kVA Meyers Lighting Invertor UPS IS-S-500-277-277- SLC-0CB1 62363L1-1 $605.85 Police & Fire Headquarters 3 kVA Meyers Lighting Inverter UPS 7E3S-BA2001- BD2002 70022L1-1 $605.85 Safety Training Center 10 kVA Eaton UPS & Batteries PW9255-15VEM BE302JBA10 $992.25 CMWD 10 kVA APC Smart UPS & Batteries Smart UPS VT 0G- 1080 PS0806144289 $992.25 Total $19,451.25 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 PSA25-3512FAC City Attorney Approved Version 5/22/2024 Page 13 EXCLUSIONS FROM SERVICES COVERAGE Service labor and parts shall be invoiced as an additional charge to City, at a 20% discount off Contractor’s then current labor and material list prices, if any, if the following conditions occur: 1.) City attempts to maintain or repair equipment in a manner other than, or in conflict with, this Agreement. 2.) Damage to equipment is caused by: modification, alteration, repair or service of the equipment by anyone other than Contractor; physical abuse to, or misuse of, the equipment; operation in a manner contrary to the written instructions which accompany the equipment; or any damage caused by acts of God, such as lightning or fluctuation in electrical power. 3.) Contractor is denied ready and reasonable access to Covered Location or the Equipment. 4.) The cost of parts and labor to replace batteries. 5.) The equipment is moved from the location listed above. Charges to provide Service at other sites, will be subject to a written amendment. Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 ACORD-CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYYJ L.----' 04/03/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVEL V OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),_ AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Calvin Simon NAME: Marsh Risk & Insurance Services ra~~N.t Cvtl• I FAX CA License #0437153 213-346-5086 IA/C Nol: 633 W. Fifth Street, Suite 1200 E-MAIL calvin .simontli!marsh .com Los Angeles, CA 90071 ADDRESS: Attn: Cheryl Baldwin INSURERISI AFFORDING COVERAGE NAIC# CN102519424-P/POL-GAUW-24-25 MEPP INSURER A: Tokio Marine America Insurance Comoanv ITMAll':l 10945 INSURED INSURERB: Mitsubishi Beciric Power Products, Inc. 530 Keystone Drive INSURERC: Warrendale, PA 15086-7537 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFJCATE NUMBER: LOS-002591300-06 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POUCYEFF POL.ICY EXP LIMITS LTR ,, ...... IWVF\ POLICY NUMBER IMM/OD/YYYYI IMM/DDJYYYYI A X COMMERCIAL GENERAL LIABILITY CLL6401563-14 04/0112024 04/01/2025 EACH OCCURRENCE $ 1,000,000 ,__ ==i CLAIMS-MADE W OCCUR -,.,.....,.__,cc,l;Yin"'" "" PREMISES Ea occurrencel $ 1,000,000 MED EXP (Any one person) $ 5,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ 1 □PRO DLoc 2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG $ OTHER: ' $ A AUTOMOBILE LIABILITY CA6401526-14 04/01/2024 -04/01/2025 &~.!~~flNGLE LIMIT $ 1,000,000 -x ANY AUTO ' BODILY INJURY (Per person) . $ -OWNED -SCHEDULED APO Oed: $1,000 Comp/Coll X AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED -NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY /Per accldentl $ ,__ - $ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ ,__ EXCESSUAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ A WORKERS COMPENSATION WC6401527-14 04/0112024 04/0112025 X I :¥:ruTE I I ~iH-AND EMPLOYERS' LIABILITY YIN ANVPROPRIETOR/PARTNER/EXECUTIVE @ N/A E.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I Mandatory in NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under • 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more &pace 18 required) Re: Bahery change, 28971-CPT The City of Ca~sbad/CMWD is included as addttiooal insured (except workers' compensation) Where required by wrillen contract. CERTIFICATE HOLDER CANCELLATION City of Carlsbad/CMWD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE c/o EXIGIS Insurance Compliance Services THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O.Box947 ACCORDANCE WITH THE POLICY PROVISIONS. Murrieta, CA 92564 AUTHORIZED REPRESENTATIVE I ~ ~ & 1~ Sewita © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 AGENCY CUSTOMER ID: CN102519424 --,--,-----,-,---------------LOC #: Los Angeles _ ___.....,@ ACORD ~ ADDITIONAL REMARKS SCHEDULE Page _2_of 2 AGENCY ;-~ .••~}i. :_: NAMED INSURED Marsh Risk & Insurance Services Mttsubishi Electric Power Products, Inc. 530 Keystone Drive POLICY NUMBER Warrendale, PA 15086-7537 CARRIER I NAJCCODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Computer Protection Technology 1215 Pacific Oaks Place, Ste. 106 Escondido, CA 92029 • '. : .: : ; :~ ~ 1, :·· ·, ! r~. •• ~ : ~ •. or:, • :: ~.~• ••, ,' ' • • • .•• • •. j· -·:: ·.,. ; • ~ ... : , .. ;· .: : . . · .• 1 ·"-1 ·, : ;,..-r..· • • ;,.:' .. ::.• J:.i • ~J: • • · : ~=-•• .... ,·. ~ ~ • ; :_, i I• r ~ • '., • • , • ,·· .. : '""" -~~ .• .. ~:: ·: ~ •• --. . . .... ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights 1 The ACORD name and logo are registered marks of ACORD 01 :J()-01 -00-0002975-0002-0008341 11 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 POLICY NUMBER: CLL6401563-14 COMMERCIAL GENERAL LIABILITY • CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the foUowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s> Or Oraanlzatlon(s) Locatlon(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU HAVE ALL LOCATIONS WHERE -YOU PERFORM WORK FOR AGREED TO INCLUDE SUCH ADDITIONAL AS AN ADDITIONAL INSURED UNDER A WRITTEN INSURED PURSUANT TO ANY SUCH WRITTEN CONTRACT, PROVIDED CONTRACT. SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. Information reouired 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 insure<:! 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 ~er: 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 or which the injury or da,nage arises has been put to its intended use by any person or organization other than another oonfrador or subcontractor engaged in performing operations for a principa I as a part of the same project. CG 2010 0413 © Insurance Services Office, Inc., 2012 Page 1 of4 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 C. With respect to the in!>urance afforded to these _additional insureds, the· following is added to Section 111-Limits Of Insurance: Jf coverage provided to the additional insured js. required by a contract or agreement, the most we wm pay on behalf of .the additional insured is the amount of insu~nce: 1. Req~ired by the contract or agreement; or -.. ' .. 2. Available under the applicable Limits of Insurance shown in the Declaratio_ns; whichever is less. 'fhi$ endorsement_ shall not Increase the applicable Limits of _Insurance shown in the Declarations. ....... Page 2 of 4 © Insurance Services Office, 'Inc., 2012 CG 20· 10 0413 0130-01-00-0002975-0003-0008342 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 POLICY NUMBER: CL_L6401~3-14 COMMERCIAL GENERAL LIABILITY CG 20 370413 THIS EN_DORSEMENT CHANGES THE POLICY. PLEA~E READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorseme_nt modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART .PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Per,son(s) Or Organization(&) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM YOU HAVE -ALL LOCATIONS WHERE YOU PERFORM WORK FOR AGREED TO INCLUDE SUCH ADDITIONAL AS AN ADDITIONAL INSURED UNDER A WRITTEN INSURED PURSUANT TO ANY SUCH WRITTEN CONTRACT, PROVIDED CONTRACT. SUCH CONTRACT WAS EXECUTED PRIOR TO THE DATE OF LOSS. Information re0uired to comolete 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 organjzation(s} shown in the Schedule, but only ·with respect to liability for ffbodily 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 these add_itional insureds, the following is added to Section 111-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 endorsemerit shall not increase the applicable Limits of Insurance shown in the Declarations. CG20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of2 Docusign Envelope ID: 5561FE87-CEB5-4327-B516-09EE9D080407 . :-1. Dear Certificate Holder: •' • l. To streamline certificate delivery for our clients and in an effort to support our firm's commitment to sustainability, going forward, we will only be providing renewal certificates of insurance electronically. If you need to continue receiving a copy of the attached certificate, please send an email to·'· USOperations.email@marsh.com and include the following: --Certificate# (Shown below Insured Name -e.g., ABC-123456789-01) -E-Mail for future delivery -♦ • • • . . -. . , ) -.. ~. ,' . . ·.. . " - For your convenience, If we do not receive your resp~nse, we will CO_~clude that y_ou,. fl<.> l?ng~r}~~i~e pfqof .of insurance from the named insured and will remove .you ·trom our records. .-: . !· -• : ,_. • • -• Thank you,· US Operations, Marsh USA, LLC ., . .. .... 0130--01 ·00·0002975-0004·0008343