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HomeMy WebLinkAboutAgenda Report - June 17, 2020 C-06c-(o AGENDA ITEM Crry on Lonr CouNcn ConnMUNICATToN TM AGENDA TITLE: MEETING DATE: PREPARED BY: Adopt Resolution Authorizing city Manager to Execute Amendment No. 2 to Professional Services Agreement with Tri-City Power lnc,, for the Support of the City's Uninterrupted Power Supplies in the City's Main Data Center, Police ServerRoomandLodiElectricUtilityoperationsCenter(@) June 17,2020 I nformation Technology Manager RECOMMENDED AGTION: Adopt resolution authorizing City Manager to execute Amendment No. 2 to Professional Services Agreement with Tri-City Power lnc., for the support of the City's uninterrupted power supplies in the City's main data center, police server room, and Lodi electric utility operations center ($96#A409 $37.549?!.+',). BACKGROUND INFORMATION: The City currently uses an uninterrupted power supply (UpS) to ensure the continuing functionality of the City's data center, police seryer room and Lodi electric operations center during a power outage. The UPS agtg e stop gap until the facility generator is activated and bares the bàd during a power outage. The UPS also acts as e surge protector to the critical servers and sensitive electronics that make up the City's network. The UPS needs annual maintenance to ensure proper operation and guarantee the protection of components that make up the City's data center and network. The batteries in the UPS units need to be replaced every 4 to 5 years. Amendment 2, Exhibit 1, is adding the UPS at Lodi Electric seruer room under a 1-year maintenance contract with the vendor, ending at approximately the same time frame as the original professional lervices Agreement in August ol 2O21, adding an additional $1,gg0 for maintenancJand service, and $+,oeOi1g5.69 for battery replacement for the UPS at Lodi Electric. The amendment also addsbatteryreplacementfortheUPSattheCity'smaindatacenteratacostof@. Tri-City Power originally installed the UPS at the Police Department in September of 2003. The City and th,e vendor currently haye a Z-year Professional Services Agreement in place that expires Auguét 31, 2021, in the amount of $5,440, see Exhibit 2. ln September of 20,19, new batteries weie purchãsed for the UPS for $10,803.43, see Exhibit 3, ln March of 202O, the City executed Amendment 1, Exhibit 4, to the Professional Services Agreement to add an 18-month maintenance contract for the UPS in the City's main data center in the amount of $4,785. Staff recommends that the City Council authorize the City Manager to execute Amendment 2 to the |Professio-nalServicesAgreeme-lrtwithTri-cityPowerforaiotalcoðtotW'1i¡-c¡tv Power will supply maintenance for UPS in Lodi Electric operations center, City main data center and Lodi AppROVED: SteveSchwabauer Stephen Schwabauer, City Manager Police Department server room. ln addition, Tri-City will supply and install new batteries for Lodi Electric Utility and the main data center's UPS. FISCAL IMPAGT:A functioning UPS system is critical to the protection of the City's datacenter. This contract ensures the proper operation and maintenance of the UPS. The contract is managed by the lT Division, which is approximately 50 percent funded by the General Fund. FUNDING AVAILABLE: lnformation Technology Division 10020400.72450 $gg*e4ßg $33,983,55 Lodi Electric Utility 50061000,72359 $3#1+00 $3565.69 Andrew Keys Andrew Keys Deputy City Manager Attechments AMENDMENT NO.2 TRI-CITY POWER, INC Professional Services Agreement THIS AMENDMENT NO. 2 TO AGREEMENT, is made and entered this day of 2020, by and between the CITY OF LODI,a municipal corporation (hereinafter "CITY'), and TRI-CITY POWER, lNC., a California Corporation (hereinafter "ooNTRACTORT, WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement ("Agreement") on August 426, 2019 as set forth in Exhibít 1, attached hereto; and 2. WHEREAS, CITY purchased new batteries for the uninterrupted power supply at the Lodi Police server room for $10,803.43 as set forth in Exhibit 2 attached hereto; and 3. WHEREAS, CONTRACTOR and CITY approved Amendment 1 to the Agreement on March 2,2020 as set forth in Exhibit 3, and attached hereto; and 4. WHEREAS, CONTRACTOR and CITY requested to amend the Agreement to service uninterrupted _p9we1 supply at Lodi Electric Utility operations center and purchase batteries for $å€{€j3,.595.-09 as set forth in Exhibit 4 attached hereto; and 5. WHEREAS, CONTRACTOR and CITY requested to amend the Agreement to purchase new batteries for the unintenupted power supply for the City's main data center for@ as set forth in Exhibit 4 attached hereto; and 6. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Agreement and fees as set forth in Exhibit 4. All other terms and conditions of the Agreement remáin unchanged. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. crrY oF r-þor,a municipal corporation TRI-CITY POWER lNC., a California corporation JORDAN GREENE Secretary STEPHEN SCHWABAUER City Manager Attest: PAMELA M. FARRIS Assistant City Clerk Approved as to Form: JANICE D. MAGDICH City Attorney N AMENDMENT NO. 2 TRI-CITY POWER, INC Professional Services Agreement THIS AMENDMENT NO. 2 TO AGREEMENT, is made and entered this _ day of rn"'"*'."''''';, T#''åi áii i"&;Ëi,'1i,.1''J 3: l;3,,1,: ¿"i,i?:Ti:i' åiåï:ï,"J"coNTRACTOR'). WITNESSETH 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement ("Agreement") on August +4,2019 as set forth in Exhibit 1, attached hereto; and 2. WHEREAS, CITY purchased new batteries for the uninterrupted power supply at the Lodi Police server room for $10,803.43 as set forth in Exhibit 2 attached hereto; and 3. WHEREAS, CONTRACTOR and CITY approved Amendment 1 to the Agreement on March 2,2020 as set forth in Exhibit 3, and attached hereto; and 4. WHEREAS, CONTRACTOR and CITY requested to amend the Agreement to service uninterrupted power supply at Lodi Electric Utility operations center and purchase batteries for $ePfO39,565.69 as set forth in Exhibit 4 attached hereto; and 5. WHEREAS, CONTRACTOR and CITY requested to amend the Agreement to purchase new batteries for the uninterrupted power supply for the City's main data center for @ as set forth in Exhibit 4 attached hereto; and 6. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Agreement and fees as set forth in Exhibit 4. All other terms and conditions of the Agreement remain unchanged. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Amendment No. 2 on the date and year first above written. CITY OF LODI, a municipal corporation TRI-CITY POWER lNC., a California corporation STEPHEN SCHWABAUER City Manager Attest: JORDAN GREENE Secretary PAMELA M. FARRIS Assistant City Clerk Approved as to Form JANICE D. MAGDICH City Attorney (s Exhibit 1 AGREEMENT FOR PROFESSIONAL SERVICES ARTICLE I PARTIES AND PURPOSE Section l.l Parties THIS AGREEMENT is entered ¡nto on4ffi#2019, by and between the CITY OF LODI, a municipal corporation (hereinafter "C|TY"), and Tri-City Power lnc., a California corporation (hereinafter "CONTRACTORT, Section ,l.2 Purpose CITY selected the CONTRACTOR to provide the services required in accordance with attached Scope of Services, Exhibit A, attached and incorporated by this reference. CITY wishes to enter into an agreement with CONTRACTOR for maintenance and support of uninterrupted power supplies for the City's datacenter and server rooms (hereinafter "Project") as set forth in the Scope of Services attached here as Exhibit A. CONTRACTOR acknowledges that it is qualified to provide such services to CITY, ARTICLE 2 SCOPE OF SERVICES Section 2.1 Scope of Services CONTRACTOR, for the benefit and at the direction of CITY, shall perform the Scope of Services as set forth in Exhibit A. Section 2.2 Time F.or Gommencement and Gompletion of Work CONTRACTOR shall commence work pursuant to this Agreement, upon receipt of a written notice to proceed from CITY or on the date set forth in Section 2.6, whichever occurs first, and shall perform all services diligently and complete work under this Agreement based on a mutually agreed upon timeline or as otherwise designated in the Scope of Services. CONTRACïOR shall submit to GITY such reports, diagrams, drawings and other work products as may be designated in the Scope of Services. CONTRACTOR shall not be responsible for delays caused by the failure of CITY staff to provide required data or review documents within the appropriate time frames. The review time by CITY and any other agencies involved in the project shall not be counted against CONTRACTOR's contract pedormance period. Also, any delays due to ry 1 weather, vandalism, acts of God, etc., shall not be counted. CONTRAGTOR shall remain in contact with reviewing agencies and make all efforts to review and return all comments. Section 2.3 Meetlnqs CONTRACTOR shall attend meetings as may be set forth in the Scope of Services. Section 2.4 Stafflnq CONTRACTOR acknowledges that CITY has relied on CONTRACTOR's capabilities and on the qualifications of CONTRACTOR's principals and staff as identified in its proposal to CITY. The Scope of Services shall be performed by CONTRACTOR, unless agreed to otherwise by CITY in writing. CITY shall be notified by CONTRACTOR of any change of Project Manager and CITY is granted the right of approval of all original, additional and replacement personnel at CITY's sole discretion and shall be notified by CONTRACTOR of any changes of CONTRACTOR's project staff prior to any change. CONTRACTOR represents it is prepared to and can pedorm all services within the Scope of Services (Exhibit A) and is prepared to and can perform all services specified therein. CONTRACTOR represents that it has, or will have at the time this Agreement is executed, all licenses, permits, qualifications, insurance and approvals of whatsoever nature are legally required for CONTRACTOR to practice its profession, and that CONTRACTOR shall, at its own cost and expense, keep in effect during the life of this Agreement all such licenses, permits, qualifications, insurance and approvals, and shall indemnify, defend and hold harmless CITY against any costs associated with such licenses, permits, qualifications, insurance and approvals which may be imposed against CITY under this Agreement. Section2.S Subcontra_cts Unless prior written approval of CITY is obtained, CONTRACTOR shall not enter into any subcontract with any other party for purposes of providing any work or services covered by this Agreement. Section 2.6 Term The term of this Agreement commences on August 1, 2019 and terminates upon the completion of the Scope of Services or on July 31,2021, whichever occurs first. 2 ARTICLE 3 COMPENSATION Sectlon3.l Compensation CONTRACTOR's compensation for allwork under this Agreement shall conform to the provisions of the Fee Proposal, attached hereto as Exhibit B and incorporated by this reference. CONTRACTOR shall not undertake any work beyond the scope of this Agreement unless such additionalwork is approved in advance and in writing by CITY. Section 3.2 Method of Pavment CONTRACTOR shall submit invoices for completed work on a monthly basis, or as otherwise agreed, providing, without limitation, details as to amount of hours, individual performing said work, hourly rate, and indicating to what aspect of the Scope of Services said work is attributable. CONTRACTOR's compensation for allwork under this Agreement shall not exceed the amount of the Fee Proposal. Section 3.3 Costs The Fee Proposal shall include all reimbursable costs required for the performance of the Scope of Services, Payment of additional reimbursable costs considered to be over and above those inherent in the original Scope of Services shall be approved in advanced and in writing, by CITY. Section 3.4 Audltlnq CITY reserves the right to periodically audit all charges made by CONTRACTOR to CITY for services under this Agreement, Upon request, CONTRACTOR agrees to furnish CITY, or a designated representative, with necessary information and assistance needed to conduct such an audit. CONTRACTOR agrees that CITY or its delegate will have the right to review, obtain and copy all records pertaining to performance of this Agreement. CONTRACTOR agrees to provide CITY or its delegate with any relevant information requested and shall permit CITY or its delegate access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. CONTRACTOR further agrees to maintain such records for a period of three (3) years after final payment under this Agreement. 3 ARTICLE 4 MISCELLANEOUS PROVISIONS Sectlon 4.1 Nondiscrlminatign ln performing services under this Agreement, CONTRACTOR shall not discriminate in the employment of its employees or in the €ngagement of any sub CONTRACTOR on the basis of race, color, religiorì, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. Section 4.2 ADA Compllance ln performing services under this Agreement, CONTRACTOR shall comply with the Americans with Disabilities Act (ADA) of 1990, and all amendments thereto, as well as all applicable regulations and guidelines issued pursuant to the ADA. Section 4.3 lndemnification and Responsibllitv for Dam{qe CONTRACTOR to the fullest extent permitted by law, shall indemnify and hold harmless CITY, its elected and appointed officials, directors, officers, employees and volunteers from and against any claims, damages, losses, and expenses (including reasonable attorney's fees and costs), arising out of performance of the services to be performed under this Agreement, provided that any such claim, damage, loss, or expense is caused by the negligent acts, errors or omissions of CONTRACTOR, any subcontractor employed directly by CONTRACTOR, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, except those injuries or damages arising out of the active negligence, sole negligence, or sole willful misconduct of the City of Lodi, its elected and appointed officials, directors, officers, employees and volunteers. CITY may, at its election, conduct the defense or participate in the defense of any claim related in any way to this indemnification. lf CITY chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to this indemnification, CONTRACTOR shall pay all of the costs related thereto, including without limitation reasonable attorney fees and costs. The defense and indemnification obligations required by this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations set forth herein, Section 4.4 No BerÊgnalLlabllltv Neither the City Council, nor any other officer or authorized assistant or agent or City employee shall be personally responsible for any liability arising under this Agreement. 4 Section 4.5 Responsibilltv of CITY CITY shall not be held responsible for the care or protection of any material or parts of the work described in the Scope of Services prior to final acceptance by CITY, except as expressly provided herein. Section 4.6 lnsurance Reaulrements for CONTRACTOR CONTRACTOR shall take out and maintain during the life of this Agreement, insurance coverage as set forth in Exhibit C attached hereto and incorporated by this reference, Section 4.7 $uccessqrs and Aesiqns CITY and CONTRACTOR each bind themselves, their partners, successors, assigns, and legal representatives to this Agreement without the written consent of the others. CONTRACTOR shall not assign or transfer any interest in this Agreement without the prior written consent of CITY. Consent to any such transfer shall be at the sole discretion of CITY. Section 4.8 Notices Any notice required to be given by the terms of this Agreement shall be in writing signed by an authorized representative of the sender and shall be deemed to have been given when the same is personally served or upon receipt by express or overnight delivery, postage prepaid, or three (3) days from the time of mailing if sent by first class or certified mail, postage prepaid, addressed to the respective parties as follows: To CITY: City of Lodi 221 West Pine Street P.O. Box 3006 Lodi, CA 95241-1910 Attn: Benjamin Buecher To CONTRACTOR: Tri-City Power, lnc P.O. Box 1113 Riverbank, CA 95367 Section 4.9 Cooperatlon of CITY CITY shall cooperate fully and in a timely manner in providing relevant information it has at its disposal relevant to the Scope of Services. Section 4.10 CONTRACTOR is Not an Emplov-ee of CITY CONTRACTOR agrees that in undertaking the duties to be performed under this Agreement, it shall act as an independent contractor for and on behalf of CITY and not an employee of CITY, CITY shall not direct the work and means for accomplishment of 5 the services and work to be performed hereunder. CITY, however, retains the right to require that work performed by CONTRACTOR meet specific standards without regard to the manner and means of accomplishment thereof. Sectlon 4.,lr @!-na!!g! CITY may terminate this Agreement, with or without cause, by giving CONTRACTOR at least ten (10) days written notice, Where phases are anticipated within the Scope of Services, at which an intermediate decision is required concerning whether to proceed further, CITY may terminate at the conclusion of any such phase, Upon termination, CONTRACTOR shall be entitled to payment as set forth in the attached Exhibit B to the extent that the work has been performed. Upon termination, CONTRACTOR shall immediately suspend all work on the Project and deliver any documents or work in progress to CITY. However, CITY shall assume no liability for costs, expenses or lost profits resulting from services not completed or for contraots entered into by CONTRACTOR with third parties in reliance upon this Agreement. Section 4.12 Confldentlalitv CONTRACTOR agrees to maintain confidentiali$ of all work and work products produced under this Agreement, except to the extent otherwise required by law or permitted in writing by CITY. CITY agrees to maintain confidentiality of any documents owned by CONTRACTOR and clearly marked by CONTRACTOR as "Confidential" or "Proprietary", except to the extent othenruise required by law or permitted in writing by CONTRACTOR. CONTRACTOR acknowledges that CITY is subject to the California Public Records Act, Section 4.13 Appllcaþle Law. Jurlsdlction. Severabllitv. and Attornev's Fees This Agreement shall be governed by the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be venued with the San Joaquin County Superior Court. lf any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall be in force and effect. ln the event any dispute between the parties arises under or regarding this Agreement, the prevailing party in any litigation of the dispute shall be entitled to reasonable attorney's fees from the party who does not prevail as determined by the San Joaquin County Superior Court. 6 Section 4.l4 CONTRACTOR acknowledges that Lodi Municipal Code Section 3.01.020 requires CONTRACTOR to have a city business license and CONTRACTOR agrees to secure such license and pay the appropriate fees prior to performlng any work hereunder. Section 4.r5 Èpllong The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question or interpretation or intent hereunder. section4.16@ This Agreement represents the entire understanding of CITY and CONTRAGTOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing, signed by both parties. Section 4.17 Gontract Terms Prevail All exhibits and this Agreement are intended to be construed as a single document. Should any inconsistency occur between the specific terms of this Agreement and the attached exhibits, the terms of this Agreement shall prevail. Sectlon 4.lE SeverabllFv The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement, section4.rg @ All documents, photographs, reports, analyses, audits, computer media, or other material documents or data, and working papers, whether or not in final form, which have been obtained or prepared under this Agreement, shall be deemed the property of CITY. Upon CITY'S request, CONTRACTOR shall allow CITY to inspect all such documents during CONTRACTOR's regular business hours. Upon termination or completion of services under this Agreement, all information collected, work product and documents shall be delivered by CONTRACTOR to GITY within ten (10) calendar days. CITY agrees to indemnify, defend and hold CONTRACTOR harmless from any liability resulting from CITY's use of such documents for any purpose other than the purpose for which they were intended, 7 Section 4.20 $1!þ¡[!y The undersigned hereby represent and warrant that they are authorized by the parties to execute this Agreement. Sectlon 4.21 Federal Translt Fun{lnq-Conditions t] lf the box at left is checked, the Federal Transit Funding conditions attached as Exhibit D apply to this Agreement, ln the event of a conflict between the terms of this Agreement or any of its other exhibits, and the Federal Transit Funding Conditions, the Federal Translt Funding Conditions will control. lN WTNESS WHEREOF, CITY and GONTRACTOR have executed this Agreement as of the date first above written. CITY OF LODI, a municipalcorporation ATTEST: FER M Clerk APPROVED AS TO FORM: JANICE D. MAGDICH, City Attorney City Manager 'TR.t -eÍTq Powere ="te'r . a C nuì 1o ahn C o a fu r¿ntt o'+> By:O ) - ,rz-*--=--- Name: Jóídan Greerie Title:Secretary Attachments: Exhibit A - Scope of Servlces ExhlbltB-FeeProposal Exhiblt C - Insurance Requlrements Exhibit D - Federal Translt Fundlng Conditlons (lf appllcable) Fundlng Source:- iBusi"ess Unlt & Account No.) Doc lD: CA¡Rev,01,2015 B Tri-Ci{ Power,lnc P.O. Box 1113 Riverbank, CA 95367 (20e) 575-1969 Exhibit A & B lnvoice 'T-lrP BILL TO City of Lodi 22l W. Pine Street Lodi, CA 95240 SHIP TO Lodi Police Departmênt Attn:Benjamin Buecher 215 W. Elm Street Lodi, CA 95240 TERMS Net 30 cRtTlcÀL PowER soLuTtoNs ENCLOSED|NVO|CE # 3003 DATE 05121t2019 TOTAL DUE $5,440.00 DUE DATE 0612012019 ACTIVITY Maintenance Agreemenb:Full Service Malntenance Agreement 2-Year Service Agreement . Unlimited corrective UPS maintenance - Labor and travel included. Parts are not included. lTWo Pl¡l visíts per year, to be performed during normal working hours, (Monday - Friday, 8 AM to 5 PM, excluding holidays.).9¡ ,i!e smergency response not to exceed next business day. . 7 124 Emergency phone service. ._Semi-annual battery prevenlive maintenance, to be performed during normalworking hours (Monday - Friday, 8 AM to 5 PM, excluding holidays.). Battery replacement oi repair ís ríot covered. Equlpment List: Mltsubishi 2033C, S/N: 03-GRK7Q1-01 and (30) associated batteries Coverage Dates: 06/01/2019 - 05/31/2021 BALANCE DUE -Terms are net 30 days, -Please include invoice number wilh your payment. -We accept Visa, Master0ard, Discover and American Express.' 'ïhere wlll be a 3% Fge added to credit card billlng. AMOUNT 5,440.00 $5,440.00 Exhibit C øTri-City Power Overall Stâtus: Approved 9o lnfo Contract Number ProJect Number O ø 2a9-s7s-1969 ProJect Name TriClty Depaftment Name Lodl lnternalServices ProJect Status Approved General Llablllty Ase¡l o3n212019 -O3t12t2020 Pollcyr 8KS59633026 lnsuren !ôhlir 5âtUrltylnC$å!!S.tþüpo¡y Each Occu¡rence: $1,000,000 Fire Damôge (ôny one flre): $100,000 Med.exp {any one person): Personal/adv lnJury: $1,000,000 General (Aggreg6te): $2,000,000 Prod ucts-conrp/op Agq: $2,000,000 $ Approved Automoblle Llablllty Ase!¡ 121 22 I 2018 - 12 I 22 I 2019 Pollqn 84040000049887 lnsuren Mercr¡rv lq¡uÌåültg compar¡y Comblned Shgle Llmlt (Eô Accldent): $1,000,000 Bodlly lnJury (Per Person): Bodlly lnjury (Per Accldent): Propenyr $ $ $ Approved Excess Walved Workers Compensatlon Ase!¡ o6/ot/2019 - 06/ot/2020 Pollclr ElG263646lOl I nsurer: Ðpls¿yÊfåÊfgtrE{Êf ¡$Sq!il¡Íg.Ês$pe.0)¿ E.L. Each Acclden¡: $1000,000 E.L. Dlseãse - Ea ErTìpoyee: $r,ooo,ooo E.L. DlseðsÊ - Pollcy Llmlt: $r,000,000 Approvåd Professiona l/Ll abf I lty Walved Requested Documents Approved Requlrements Notes: EXHIBIT C NOTE: The CIty of Lodl is now ustng the onllne lnsurance prcgnm PíNS Aûtantage, Once you have bean awarded a conlract you wtll receíve an emall from the Ctty's onllne insurance program requestlng you to lotward tha email to your insunnce provldels) to submltthe rcqulred lnsurance documentatlon electronically lnsurance Reoulrument8 for lT Vondor Serulçgs Contractor shall procure and maintain for the duration of the contract insurance against claims for injurles to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commerclal General Llablllty (CGL): lnsurance Services Office Form CG 00 01 covering CGL on an "occunence" basis, including products and completed operations, property damage, bodily injury and personal & advertlsing injury_ with llmits no. lesg than bl,000,000 per occurrenc,e. lf a general aggregate limit applies, either the general aggregate llmit shall apply separately to this projecllocation (lSO CG 25 03 or 25 04) or the generâl âggregete limit shall be twice the requlred occurrence llmlt, 2. Automoblle Llablllty: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non- owned autos with limit no less than $1,000,000 per accident for bodily injury and property dâmage. 3. Workers' Compensation: as required by the State of Califomia, with Statutory Limlts, and Employer's Llabllity lnsurance wlth limit of no less than $f ,000,000 per accident for bodily injury or disease. 4. Cyber Llablllty lnsurance, with limits not less then $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limiteó to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information thefr, damage to or dêstruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The pollcy shall provide coverage for breach response costs as well as regulatory fines and penalties as vrrell as credit monitoring €xpenses with limits sufficient to respond to these obligations. Other ln¡urance Provlglone: (a) Addltisnel Named lnsured Status the City of t-oOi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers ere to be covered as additional insureds on the CGL and auto policy with respect to liâbility arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectlon with such work or operations. General liability coverage can be provlded in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form Cc20101l85orif notavallable,throughtheeddltionof bothCG2010,CG2026,CG2033,orCG2038;etlCCG2037ifa later edition is used (b) Pflmarv€nd Non-OontrlþutorvhsurêncðEndorsemsnt ftré iim¡ts of inEurance cove¡age required may be satisfied by a oomblnatlon of primary and umbrella or oxoess insurance, For any clalms related to this contúct, the Contractor's insurance coverage shall be primary coverage åt lesst es broad es ISO CG 20 01 0413 as respects the Entlty, its officers, officials, employees, and volunteers, Any insurance or self-insurance malntalned by the Entity, its offc¿rs, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. (c) Walver of Suþroqation Contractor hereby grants to City of Lodi a waiver of any right to subrogation whlch any insurer of said Contractor may acqulre against the City of Lodi by virtue of the payment of any loss under such insurance. Contraotor egrèe8 to obtain any endbrsement that may be necessary to affect this walver of subrogatlon, but this provision applles regardless of whether or not the City of Lodi has received a waiver of subrogation endorsement from the insurer NOTE: (1) The street address of the llTY OF LODI must be shown along wlth (a) and (b) and (c) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of the oroiect that it is insuring. ffi (d) The term rêd" ls used and not but the incluslon herein of more than one insured shall not to (e) Notice of Canoellatlon or Change ln Coverâqs Endorgement @þdnoithecoveragereducedbythecompânywithout30day9.priqr.writtennoticeofsuch canceltation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (0 Continultv of Coveraqe át panias snal O¿ iñ óffect on or before the first day of the Term of this Agreement. At least thirty (30) days prior to the expiration of åach insurance policy, Contractor shall fumish a 'certificate(s) showing that a new or extended pollcy has been obtalned which meêts the minimum requiroments of thls Agreement. Contraetor shall provlde proof of contlnuing insurance on at loast an annuâl basis during thê Term. lf Contractor's insuiance lapses or is discontinued for any reason, Contractor shall immediately nofiry the City and immediately obtain replacement insurance, Gontractor agrees and stipulates that any insurance coverage provided to the CitÍ of Lodi shall provide for a cleims perlod followlng termlnation of cowrage which is at least consistent with the cleims period or staiutes of limllations found in the California Tort Claims Act (Califcmia Government Code Section 810 et seq.), (S) Fallure to Comolv i}¡ontractar fail3or refus€s to obtain and mainte¡n the r€quired insurance, or fails to provide proof of coverage, the City may obtain the insuranca. Contractor ehall reimburse the City for premlums paid, with lntôrest on the premium paid by the City at lhe maximum allowable lêgal rate then ln efßct in California. The Clly shall notiff Contractor of such payment of premlums within thirty (30) days of payment ãtating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement anã interest on the ftrst (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurence, the City may terminate thls Agreement,upon such breaeh. Upon such termination, Contractor shall immedlately cêâse use of the S1e or faciliies and commence and diligently pursue the removal of any and all of its personal property from the site or fecillties. (h) (m) o (¡) (k) (D Verificatlon of Coveraoe Cònéuliànt strall fumish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or iopies of the applicable policy language effecting coverâgê required by this clause. All certificates and endorsements are to be reoeived and approved by the City before work commences. However, failure to obtain the requlred documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves- the right to require comþbte, certified copiés of ail required insurance policies, including endorsoments requled by these spôoification8 -at any time. Fd¡lure to exerclse this rlght shall not constitute a walver of the Gltyrt rlght to er€rcþe after the effectlve date. Self-tnsured Relentions Eelilnsuted¡etentlonemust be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investlgations, claim administrâtion, ând defense expenses wlthin the rotention, The pollcy,language shall provide, or be endorsed to provide, that the self-insured retention may be satislied by either the named insured or City, lnsurance Limits ûe l¡m¡ts of lnsurence described herein shell not limit the llability of the Contractor and Contractor's offlcers, employeês, agÊnts, representatives or subcontractors. Contracto/s obligetlon to defend, indernnify and hold the City and lts offlcers, oflicials, employeeg, agents and volunteers harmless under the provisions of this paragraph is not llmited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance' Subcontractorq ConsultÊnt shâll require and verify thet all subcontrectors maintain insurance meeting all the requirements steted herein, and Consultant shall ensure that C¡ty is an additional insured on insurance required from subcontractors Claims Made Follôies lf any of the required policies provlde cov€rage on a claims-made basls: 1. Thê Rêtrosctlvê Dete must be shovì,n and must be before the däte of the contrect or the beglnning of contract work. 2. lnsurance must be maintained and evidence of insuranc,e must be provlded for at least fìve (5) years after completion of the contract of work. 3. lf coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contráct effective date, the Consultant must purchase "extended reporting' coverage for e minimum of five (5) years after completion of contract work. Qualifiad lneurer(sl ¡tti-¡nsurancê rsqulred by the terms of this Agreement must be provided by insurers llcensed to do business in the Stete of California which are râtdd at least "A-, Vl' by the AM Best Ratings Gulde, and which are acceptable to the City. Non'admitted surplus lines caniers may be eccêpted provided they are included on tho most recent list of California ellgible suçlus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 | of2 pages I Risk rev. 31112018 Exhibit 2 Memo To:Steven Schwabauer / Andrew Keys From: Benjamin Buecher cc: Date: September 12,2019 Re:Tri-City Power - Uninterrupted Power Supply (PD) C¡ty of Lodi Purchase request The server room at the Police Station is backed up with a UPS to prevent power interruptions. This unit needs maintenance on an annual basis. Tri-City power was the original installer for the unit and has been contracted in the past to perform maintenance. The unit was currently inspected by a technician from Tri-City Power and has recommended replacing all the batteries in the unit. Currently, the unit is in a failed stated because all the batteries are end of life. There are a total of 30 batteries and 4 capacitors that need to be replaced for a subtotal of $9,932. Total price with tax and shipping: $10,803.43 Funding Source: 1 0332000,72306 o",",1lYrlæn Approver re Trl-Clty Pourer, lnc 23743 S. Chrlsman Tracy, CA 95304 (209) s75-196e billlng@trl-cltypower.com EXHIBIT 2 'Tl/,-P Proposal CRITIGAL POWER SOLUÎIONS PROPOSAL# 1647 DATE 09/03/2019 EXPIRATION DATE 1 OIO2I2O19 ADDRESS City ot Lodi 22'l W. Pine Street Lodi, Ca 95240 SHIP TO Lodi Police Department 215 W. Elm Street Lodi, CA 95240 ACTIVITY Capacltors:DC Caoacllors Reþlacement 250ìi DC Capacitor for Mitsublshl 2033C UPS System Bstledes:Roplaoomenl Batterlee Replacemeni t 2V VRLA battory for Mltsubishi 20ogc UpS System QTY SUBTOTAL TAX SHIPPING TOTAL 4 30 RATE 396,75 180.00 2,945,00 AMOUNT 1,s87.007 5,400.007 2,945.00 9,932,00 576.43 295.00 ol in SAMto Any parts and labor outside of above scope which are deemed necessary as a result of deflclencies found will requlre a Changs Order to proposal and will constitute additional billing at cunent TCP T&M Rates. Terms are nat 30 days. Prices in this proposal are valid for B0 days. This quotatlon ls subjgcl lo tho "Terms and Conditlons" on the follow¡ng pages. Any required licenses, permits or additional fees are not includ€d. Applicable taxes and frelght addltional and wlll be added to the lnvoice at cost. Please email P,O. to billing@tri-citypower.com We accept Visa, MasterOard, Dlscover and American Express. $10,803.43 Thank you for considering Tri-Clly Power for your power protection n€€ds. Should you have any qusstíons or require additional informatlon please do not h€sitate to contact us at 209-575-1 969, 6 dnuol¿oz J. /. Crr7 Accepted By o.f Accepted Date ?/'/, Exhibit 3 AMENDMENT NO. 1 TRI-CITY POWER, INC professionar services Agreement /Tbrü â, âæo THIS AMENDMENT NO. 1 TO AGREEMENT, is made and entered tf,ft llt # day oftþl¡¡¡y- -rå0å€, by and between the CITY OF LODI, a municipal corporation (hereinafter .CITY'), and TRI-CITY POWER. (hereinafter'CONTRACTOR'). WITNESSETH: 1. WHEREAS, CONTRACTOR and CITY entered into a Professional Services Agreement ("Agreement") on August 1, 2019 as set forth in Exhibit 1 and attached hereto; 2. WHEREAS, CITY requested to amend said Agreement as set forth in Exhibit 2; and 3. WHEREAS, CONTRACTOR agrees to said amendments. NOW, THEREFORE, the parties agree to amend the Agreemenl and fees as set forth in Exhibit 2. All other terms and conditions of the Agreement remain unchanged. lN WITNESS WHEREOF, CITY and CONTRACTOR have executed thís Amendment No. 1 on the date and year first above written. CITY OF LODI, a municipalcorporation TRI-CITY POWER lNC. ER E:n Greene City Manager Title:Secretary Attest: €iffilcrk Approved Hssìs/¡ar t as to Form: ,&-, Cfl-l a- m,rrb êæ Deputy City Attorney Tri-City Power, lnc 3900 Pelandale Ave Suite 420-221 Modesto, CA 95356 US (209) 575-1e69 BILL TO City of Lodi 221W. Pine Street Lodi, CA 95240 lnvoice Exhibit 3 'TCP SHIPTO LodiPolice Department 215 W. Elm Street Lodi, CA 95240 CRITICAL POWER SOLUTIONS ENCLOSEDINVO|CE # 31 54 P.O. NUMBER Amendment 1 DATE 02125t2020 TOTAL DUE $4,785,00 DUE DATE 03126t2020 TERMS Net 30 ACTIVITY if "ttnî,îts#s'.9Âr,.".$î'5,ïJlservlceMaintenanceAsreement 'Unlimited correctivë UPS maintenance - Labor and travel included. Pans are not included,. Three PM Visits per 18-m FM, excl ohth ,tobê performed during normalworking hours, (Monday - 8AMto5 em next business day. maintenance, to be performed with PM during normalworking holidays.) repair is not covered Equipment:Eaton 9390 60KVA UpS & Battery System, S/N: EJ331CBC03 Coverage Dates: 03/01/2020 - 08t25t2021 -Terms are net 30 days. -Please include invoice number with your paym€nt. -We accept Visa, Master0ard, Discover and American Express." -There will be a 3% Fee added to credit card billing. BALANCE DUE AMOUNT 4,795.00 $4,785.00 Exhibit 4 Tri-City Power, lnc 3900 Pelandale Ave Suite 420-221 Modesto, CA 95356 US (209) s75-1 969 billing@tri-citypower.com 'TCP Proposal CRITICAL POWER SOLUTIONS PROPOSAL# 1793 DATE 06/16/2020 EXPIRATION DNIE 07 I 1 5I2O2O ADDRESS City of Lodi 221 W. P¡ne Street Lodi, CA 95240 SHIP TO City of Lodi Electric Utility 1331 S. Ham Lane Lodi, CA 95242 ACTIVITY Batteries:Replacement Batteries Replacement 12V VRLA Battery for Best UPS System, S/N: 8C123FK002 at City of Lodi EUD Services:Labor & lnstallation Provide and lnstall (4) Replacement 12V VRLA batteries into Best UPS System at City of Lodi EUD as customer reports that unit is cunently in Bypass. Old batter¡es will be disposed of in accordance with all federal, state and local regulations. Any parts or labor outside of this scope which are deemed necessary due to deficiencies found while onsite will require a Change Order lo this quote and/or accompanying Lodi Purchase Order. Work to be performed while following social distancing and PPE guidelines as set forth by the State of CA. Work to be performed during regular business hours, Monday through Friday, I AM to 5 PM. QTY 4 SUBTOTAL TAX TOTAL RATE 168.75 945.00 AMOUNT 675.007 945.00 1,620.00 55.69 $1,675.69 An Acceptance Test will be performed as part of first PM of Service Agreement. Any repairs deemed necessary as a result of deficiencies found is additional and billable at our current T&M Rates. Terms are net 30 days. Prices in this proposal are valid for 30 days. This quotation is subject to lhe "Terms and Conditions" on the following pages. Any required licenses, permits or additional fees are not included. Applicable taxes and freight additional and will be added to the invoice at cost. Please email P.O. to billing@tri-citypower.com We accept Visa, MasterCard, Discover and American Express. Thank you for considering Tri-City Power for your power protection needs. Should you have any questions or require additional information please do not hesilate to contact us at 209-575-1 969. Accepted By Accepted Date Tri-City Power, lnc 3900 Pelandale Ave Suite 420-221 Modesto, CA 95356 US (209) 575-1 969 billing@tri-citypower.com Exhibit 4 PROPOSAL# 1794 DATE 06/16/2020 'T.lE¡P CRITICAL POWER SOLI..ÍTIONS Proposal ADDRESS City of Lodi 221 W. Pine Street Lodi, CA 95240 SHIP TO City of Lodi Electric Utility 1331 S. Ham Lane Lodi, CA 95242 ACTIVITY M,aintenance Agreements:Full Service Maint€nanc€ Agreement 1 2-Month Service Agreement . Unlimited correctivé UPS maintenance - Labor and travel included. Parts are not included. . Two PM visits to be performed during normal working hours, Monday - Friday, I AM to 5 PM, (excluding holidäys.). p¡ sile emergency response not to exceed next business day.. 7 124 Emergency phone service.. Semi-annual battery preventive maintenance, to be performed during normal working hourê, Monday - Friday, I AM io 5 PM, (excluding " holidays.) . Battery replacement or repair is not covered. Equipment List: Best UPS, S/N: 8C123FK002 and (4) associated batteries Coverage Dates: 06/1 5/2020 - 0611412021 QTY 1 TOTAL RATE 1,890.00 AMOUNT 1,890.00 An Acceptance Test will be performed as part of first PM. Any repairs deemed necessary as a result of deficiencies found is additional and billable at our current T&M Rates. Terms are net 30 days. Prices in this proposal are valid for 30 days. This quotation is subject to the "Terms and Conditions" on the following pages. Any required licenses, perm¡ts or additional fees are not included. Applicable taxes and freight additional and will be added to the invoice at cost. Please email P.O. to billing@tri-citypower.com We accept Visa, MasterOard, Discover and American Express. P.O. # Thank you for considering Tri-City Power for your power protection needs. Should you have any questions or require additional information please do not hesitate to contact us at 209-575-1 969. $1,890.00 Accepted By Accepted Date Exhibit 4 Tri-City Power, lnc 3900 Pelandale Ave Suite 420-221 Modesto, CA 95356 US (209) 575-1 969 billing@tri-citypower.com 'Tlr-P Proposal CRITICAL POWER SOLUTIONS PROPOSAL# 1772 DATE 06fi6/2020 EXPIRATION DATE 07 11 5I2O2O ADDRESS City of Lodi 221 W. Pine Street Lodi, CA 95240 SHIP TO City of Lodi 210 W. Elm Street Lodi, CA 95240 ACTIVITY Batteries:Replacement Batteri€s Replacement 12V VRLA Baltery for Eaton 9390 UPS System, S/N EJ331CBC03 UPS Systems:LOD Display lglurb¡slrgd Replacement Display for Eaton 9390 UPS System, S/N: EJ331 CBC03 ServÍces:Labor & lnstallation Provide and lnstall (40) Replacement 12V VRLA batteries as current batteries have reached the end of their expected service life and are test¡ng.w_eak. Provide and lnstall (1) Refuibished Replacement Display for Eaton UPS System as current display has failed. Olij batteries will be- disposed of in accordance with all federal, state and local requlations. Work to be performed during regular business hours, Monda]r through Friday, 8 AM to 5 PM. QTY 40 SUBTOTAL TAX TOTAL RATE 225.61 181 .25 2,990.00 AMOUNT 9,024.407 181 .257 2,990.00 12,195.65 759.47 Any parts or labor outside of this scope which is deemed necessary due to deficiencies found while onsite ¡s additional and will require a Change Order to this quote and/or accompanying PO. Terms are net 30 days. Prices in this proposal are valid for 30 days. This quotation is subject to the "Terms and Conditions" on the following pages. Any required licenses, permits or additional fees are not included. Applicable taxes and freight additional and will be added to the invoice at cost. Please email P.O. to billing@tri-citypower.com We accept Visa, MasterCard, Discover and American Express P.O. # Thank you for considering Tri-City Power for your power protection needs. Should you have any questions or require additional information please do not hesitate to contact us at 209-575-1 969. $12,955.12 Accepted By Accepted Date Exhibit 4 'T.lrlÐ CRIÍCAL POWER SOLUTIONS TCP QUOTATION TERMS AND CONDITIONS 1) PRICES AND TAXES. All prices herein are firm for goods and/or services ordered within thirty (30) days from the date of this quotation specifying delivery as quoted in this proposal. Prices stated herein do not include freight, handling charges or sales tax unless these items are specifically listed and priced in this quotation. Prices stated herein are F.O.B. Shipping Point (unless otherwise stated). TCP shall list on its invoices any such tax collectible by TCP at the time of the sale which is lawfully applicable to any such goods or services otherwise payable by the Purchaser and not subject to exemption or resale certificates. 2) PAYMENT. Payment of invoice is due within thirty (30) days of the invoice date unless otherwise stated in the body of the quotation. Payment to TCP shall not be contingent on third party payments to Purchaser. Any payment not made when due shall be subject to an interest charge at the maximum rate permitted by law. Additionally, if any payment is not made when due, TCP reserves the right to refuse to provide any further goods or services until such payment and the applicable interest charge have been received. 3) SHIPMENT. lf the Purchaser cannot accept delivery of equipment, he will arrange for storage. TCP shall not be liable to or responsible for any damages or loss for delay or default in delivery due to any cause beyond TCP's reasonable control, nor shall Purchaser cancel or have the right to cancel lts' Purchase Order because of delays or default in delivery due to such causes. 4) LIMITED LIABILITY. Purchaser agrees that TCP's total liability on any claim, for any loss or damage, shall not exceed the total amount paid by the Purchaser to TCP. TCP shall not be liable for any incidental or consequential damages, including without limitation, loss of use, loss of profit, or liability to third parties, unless such loss, damage or similar injury is attributable to the sole negligence or misconduct of TCP, its employees, agents or representatives. 5) DISCLAIMER OF WARRANTY. TCP makes no warranty of any kind, express or implied, for goods or services to be supplied by TCP. Notwithstanding the above, TCP agrees to supply Customer, any warranties that may be provided by the manufacturer of replacement parts and TCP warrants that the services described in this quotation shall be performed in a professional and workmanlike manner by qualified personnel following manufacturer's published specifications, standards, and guidelines and in accordance with industry standards. TCP shall not be responsible for the failure to provide goods and/or services due to causes beyond TCP's reasonable control. 6) GOVERNING LAW. This quotation and the performance thereof shall be governed by the laws of the State of California. 7) ACCEPTANCE. This quotation is expressly limited to these terms and conditions. Any terms and provisions of the Purchasers' order or other Purchasers' documents which are inconsistent with any of the terms and conditions hereof are rejected, and will not be binding on TCP or considered applicable to the sale of the goods or services ordered. Acceptance of the terms and conditions hereof by the Purchaser shall be conclusively indicated by the Purchaser's placing an order and the subsequent sale and shipment by TCP of the products or services covered by this quotation. No modifications of this document, whether by Purchaser in its Purchase Order or otherwise, shall have any effect or be binding upon TCP if in conflict with the quotation prices, terms and conditions or specifications stated or referred to, unless expressly agreed to in writing by a duly authorized official of TCP. RESOLUTION NO. 2O2O- A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT WITH TRI-CITY POWER, INC., FOR UNINTERRUPTED POWER SUPPLY WHEREAS, the City entered into a Professional Services Agreement on August 1,2019 with Tri-City Power, lnc.; and WHEREAS, the City purchased new batteries for the uninterrupted power supply at the Lodi Police server room for $10,803.43; and WHEREAS, the City approved Amendment 1 to the Agreement on March 2,2020; and WHEREAS, the City requested to amend the Agreement to service uninterrupted power supply at Lodi Electric Utility operations center and purchase batteries for-$Q€4O_$!!65rQQ, and to purchase new batteries for the uninterrupted power supply for the City's main data center $12 955 12:and WHEREAS, staff recommends that the City Council authorize the City Manager to execute Amendment No. 2 to Professional Services Agreement with Tri-City Power, lnc., of Riverbank, for service to uninterrupted power supply at Lodi Electric Utility operations center, and purchase new batteries for the uninterrupted power supply for the City's main data center for a total cost of $15,705.65. NOW, THEREFORE, the Lodi City Council does hereby authorize the City Manager to execute Amendment No. 2 to Professional Services Agreement with Tri-City Power, lnc., of Riverbank, for service to uninterrupted power supply at Lodi Electric Utility operations center, and purchase new batteries for the uninterrupted power supply for the City's main data center in the amount notto exceed@; and BE lT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 1116119, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above-referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: June 17,2020 I hereby certify that Resolution No. 2020-- was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 17 ,2020, by the following vote: AYES: COUNCIL MEMBERS - NOES: COUNCIL MEMBERS - ABSENT: COUNCIL MEMBERS - ABSTAIN: COUNCIL MEMBERS - PAMELA M. FARRIS Assistant City Clerk 2020-