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Home My WebLink AboutReso 27-2022 (22-80)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) 40South San Francisco, CA City Council Resolution: RES 27-2022 File Number: 22-80 Enactment Number: RES 27-2022 RESOLUTION AMENDING AN EXISTING SERVICES AGREEMENT WITH BIGBELLY SOLAR, LLC BY AN AMOUNT OF $120,000 FOR A TOTAL NOT TO EXCEED AMOUNT OF $270,000 FOR THE LEASE, SOFTWARE, AND INSTALLATION OF TEN (10) ADDITIONAL DUAL -STREAM TRASH AND RECYCLING RECEPTACLES, WITH A TERM END DATE OF NOVEMBER 3, 2025. WHEREAS, the City currently is a party to a Services Agreement with Bigbelly Solar, LLC (`Bigbelly) pursuant to which the City leases and maintains ten (10) Bigbelly trash and recycling receptacles in the South San Francisco downtown area; and WHEREAS, the design features of these receptacles contribute to a cleaner downtown; and WHEREAS, the initial installation of these receptacles has led to significant savings in staff time required to service these units; and WHEREAS, these savings in staff time allow staff to attend to other maintenance needs such as illegal dumping and graffiti; and WHEREAS, the lease and installation of ten (10) additional Bigbelly receptacles has the potential to further improve efficiencies, aesthetics, pest control, litter reduction, public education, recycling opportunities, and economic development; and WHEREAS, staff recommends that the City amends the existing services agreement with Bigbelly Solar, LLC for the lease, software, and installation of ten additional trash and recycling receptacles. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby approves a First Amendment to a connecting services agreement with Bigbelly Solar, LLC in an amount not to exceed $270,000, conditioned on Bigbelly's timely execution of the amendment, attached herewith as Exhibit A and incorporated herein, and submission of all required documents, including but not limited to, certificates of insurance and endorsements, in accordance with the contact requirements. City of South San Francisco Page 1 File Number- 22-80 Enactment Number. RES 27-2022 BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the First Amendment to the connecting services agreement with Bigbelly Solar, LLC in substantially the same form as Exhibit A on behalf of the City upon timely submission by Bigbelly Solar, LLC of the signed agreements and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intention of this resolution. At a meeting of the City Council on 2/23/2022, a motion was made by Councilmember Addiego, seconded by Vice Mayor Nicolas, that this Resolution be approved. The motion passed. Yes: 5 Mayor Nagales, Vice Mayor Nicolas, Councilmember Coleman, Councilmember Flores, and Councilmember Addiego Attest by L4 Z"- Yosa Govea Acosta, City Clerk City of South San Francisco Page 2 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND BIGBELLY SOLAR, LLC THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT is made at South San Francisco, California, as of _________ by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and Bigbelly Solar, LLC (“Contractor”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On September 10, 2020, City and Contractor entered that certain Services Agreement (“Agreement”) whereby Contractor agreed to supply ten (10) solar-powered dual stream receptacles, along with software and installation. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1.All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2.Compensation. Section 3.0 of the Agreement shall be amended s uch that the City agrees to pay Contractor a sum not to exceed $270,000, with the understanding that up to $43,591.69 has already been paid to Contractor. Contractor agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. 3. Scope of Services. The Scope of services is amended and attached as Exhibit B to this Amendment. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] EXHIBIT A Dated: CITY OF SOUTH SAN FRANCISCO BIGBELLY SOLAR, LLC By: By: Mike Futrell, City Manager Approved as to Form: By: City Attorney 1 FIRST AMENDMENT TO CONNECT SERVICES AGREEMENT Reference: Bigbelly Connect Services Agreement No. 10187 by and between the City of South San Francisco, California and Big Belly Solar, LLC dated as of September 10, 2020 (the “Agreement”). THIS FIRST AMENDMENT to the above-referenced Agreement (the “First Amendment”) is entered into effective as of _______________ (the “First Amendment Effective Date”) by and between the City of South San Francisco, California (the “Customer”) and Big Belly Solar, LLC, a Delaware limited liability company, assignee of Big Belly Solar, Inc. (“Bigbelly”). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement. WHEREAS, Bigbelly and Customer are parties to the above-referenced Agreement pursuant to which the Customer is presently leasing (a) for a sixty (60) month Term that expires on November 3, 2025, the following Bigbelly Smart Waste Systems: ten (10) HC5/HC5 Double Stations, all with Bar-Style Lift Bins, Message Panels, HC Foot Pedals, and Partial Wraps (Front Door Stickers) (the “Existing Equipment”); and WHEREAS, Customer desires to lease, for a sixty (60) month Term, ten (10) HC5/HC5 Double Stations, all with Bar-Style Lift Bins, Message Panels, HC Foot Pedals, and Partial Wraps (Front Door Stickers) (the “Additional Equipment”). NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, Bigbelly and Customer agree as follows: 1.As of the First Amendment Effective Date, the Equipment/Hardware Configuration table set forth in the Connect Service Schedule on the first page of the Agreement is amended by adding the Additional Equipment identified below and the related Connect Services Fees and One-Time Fees for the Additional Equipment: Additional Equipment/Hardware Configuration: Qty. 10 HC5/HC5 Double Stations with Bar-Style Lift Bins, Message Panels, HC Foot Pedals, and Partial Wraps (Front Door Stickers) Additional Equipment Connect Services Fees: Total Monthly System Cost $2,448.00 Additional Equipment One-Time Fees: Shipping Charges $6,470.00 Existing Equipment Connect Services Fees: Total Monthly System Cost $2,448.00 Existing and Additional Equipment Total Aggregate Monthly System Cost $4,896.00 2.The Initial Term of the Agreement with respect to the Additional Equipment shall be co-terminus with the Existing Equipment, commencing upon the delivery of the Additional Equipment, as the same may be extended or renewed pursuant to the terms and conditions of the Agreement. The Initial Term with respect to the Existing Equipment remains as stated in the Agreement and is unchanged by this First Amendment. 4.Except as modified by this First Amendment, the Agreement remains unmodified and in full force and effect. Signatures on the following page. EXHIBIT B 2 IN WITNESS WHEREOF, the parties have caused this First Amendment to the Agreement to be executed as of the First Amendment Effective Date. Customer: CITY OF SOUTH SAN BIG BELLY SOLAR, LLC FRANCISCO, CALIFORNIA By: By: Name: Name: Title: Title: Date: Date: CONNECT SERVICES AGREEMENT Connect by Bigbelly Service Agreement CSA20160216 Page 1 13 Agreement No. 10187 CUSTOMER Full Legal Name: City of South San Francisco, CA Legal Contact: Emma Soichet/Claire Lai Billing Address: Billing Contact: Louis Langi Billing Phone: (650) 877-8550 Billing Email: [email protected] Sales Tax Status: Exempt (Attach Certificate) TIN or FEIN: 946000435 Non-Exempt Insurance: Self-Insured Insurance Certificate Attached Shipping Address: 550 North Canal Street South San Francisco, CA 94080 Shipping Contact: Louis Langi Shipping Phone: (650) 877-8554 Shipping Email: [email protected] Connect Service Schedule System Software Automated System Monitoring CLEAN Management Console Licenses for Full Term CLEAN Mobile Software Licenses for Full Term Automated System Diagnostics and Alerts Equipment/Hardware Cleaning and Inspection Custom Configuration as Detailed Below Annual Comprehensive Station Cleaning Annual 21-Point Station Inspection Station Installation Warranty On-Site Installation for Stations Hardware Parts Warranty for Full Term (includes battery) Setup and Training Customer Support CLEAN Management Console Software Account Setup System Training & Onboarding Customer Support Hotline and Trained Field Service Professionals Equipment/Hardware Configuration 10 HC5/HC5 Double Stations with Lift Bins, Message Panels, Foot Pedals, and Partial Wraps (Front Door Stickers) Service Fee: Total Monthly System Cost $2,448.00 Shipping: One Time Fee $3,120.00 This Service Agreement (the “Agreement”), made and entered into as of September 10, 2020 (the “Effective Date”), by and between the City of South San Francisco (“Customer”) and Big Belly Solar, LLC (“Bigbelly”) a Delaware corporation located at 150 A Street, Suite 103, Needham, MA 02494, and incorporates herein by reference the attached Terms and Conditions. Bigbelly and Customer shall each be referred to herein as a “Party” and collectively as the “Parties”. The initial term of this agreement shall be 60 Months (the “Initial Term”). The payment terms of this Agreement are monthly in arrears (“Payment Terms”). This Agreement may be executed in counterparts, each of which shall be an original, but which together shall constitute one Connect by Bigbelly Service Agreement CSA2019 Page 2 | 13 instrument. Intending to be legally bound, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth above. CITY OF SOUTH SAN FRANCISCO (CUSTOMER) BIG BELLY SOLAR, LLC By: ______________________________________________ By: _________________________________ Printed Name: Mike Futrell Printed Name: Jeff Wakely Title: City Manager Title: Chief Financial Officer Date: ____________________________________________ Date: _______________________________ !$ !!$!" !!!$!" !% # ! !$ Connect by Bigbelly Service Agreement CSA2019 Page 3 | 13 CONNECT SERVICE TERMS AND CONDITIONS For purposes of this Attachment A, the ‘Agreement’ shall mean the Connect Service Agreement signed by the parties. The meaning of capitalized and undefined terms appearing in these Terms and Conditions shall be as set forth in the Agreement unless otherwise indicated herein. 1.0Definitions 1.1Service. The term “Service” means Connect by Bigbelly, including software, equipment, equipment delivery, installation, customer service and equipment maintenance, warranty for defective part replacement and repair, set up and training and any other features, products or services provided as part of and included under the terms of this Agreement. 1.2Equipment. The term “Equipment” means station hardware and accessories provided by Bigbelly to Customer for use with the Service. 1.3Software. The term “Software” refers to CLEAN cloud-based software for use with mobile or desktop devices intended for use by Customer with the Service. 2.0Term of Agreement 2.1Term. The Term of this Agreement will commence on the date that all Equipment ordered pursuant to this Agreement has been delivered to the Customer and received at Customer’s receiving location. Upon expiration of the Term, and unless terminated according to Section 6.7 below, Customer shall have the right to renwew the Term of this Agreement. As used herein, “Term” shall mean the Initial Term and any applicable Renewal Terms. Except to the extent otherwise provided herein, the Term is non-cancelable. 2.2Notice of Renewal. Customer must provide written notice of renewal to Bigbelly at least three (3) months prior to the expiration of the then-current Term. 3.0Fees Payable by Customer 3.1Fees. In compensation for the Service described in this Agreement, Customer agrees to pay the Service Fee specified in the Service Schedule set forth at page 1 of this Agreement, and any fees payable for additional customization and/or services. Bigbelly shall submit invoices to Customer during the Term of this Agreement per the Payment Terms outlined in the Service Schedule and Customer shall pay each invoice on the date due. All payments shall be made by check or, at Customer’s option, may be automatically deposited to the account of Bigbelly as authorized by Customer by means of Customer submitting a signed Pre-authorization Payment Form (“PAF”) identical to the PAF attached hereto as Attachment B. Any failure by Bigbelly to provide an invoice in a timely manner shall not affect Customer’s obligation to make payments. Whenever any sum due hereunder is not paid when due, Customer agrees to pay to Bigbelly, on the next due date, a late charge equal to five percent (5%) of the amount of such late payment (but not less than $10.00), but only to the extent permitted by law. Late payments shall be subject to interest at the rate of eighteen percent (18%) per annum. 3.2Service Fee Prices. Service Fee Prices are guaranteed for the first twenty-four (24) months of Service. Thereafter, Service Fee Prices shall not increase over the amounts charged for the immediately preceding Term by more than the rate of inflation as reflected by the Consumer Price Index – Urban for all US Cities, unadjusted (“CPI-U”). Bigbelly will provide Customer at least 120 days prior notice of a price change. 4.0Obligations of the Parties 4.1Bigbelly’s Obligations (A)Equipment. Bigbelly will supply the Equipment identified in the Service Schedule on a rental basis to Customer for the Term of the Agreement. Unless otherwise agreed upon by the parties in writing, the Equipment will be new. (B)System Software. The CLEAN Software License Agreement includes communication services and access to the CLEAN Management Console and CLEAN Mobile. Customer’s use of the Software is subject to the CLEAN™ Software License Agreement. (C)Equipment Delivery. Bigbelly will deliver the Equipment at Customer’s expense to Customer’s receiving dock or to a location mutually agreed upon by the parties before the shipment. Bigbelly hereby warrants that its Equipment is: Connect by Bigbelly Service Agreement CSA2019 Page 4 | 13 (a)good and merchantable, (b) free from defects and malfunctions, (c) free of liens, security interests or other encumbrances, (d) complies with all applicable laws, rules, regulations, and orders, and (e) is fit for the purpose for which the Equipment is intended. (D)Station Installation. Bigbelly Equipment will be installed, by Bigbelly at no additional expense to Customer, at mutually agreed upon locations, including semi-permanent attachment to the ground. Installation will be in accordance with the delivery and installation schedule agreed to by the parties. (E)Setup and Training. Bigbelly shall, at its expense, provide Customer Equipment and Software setup and training. The parties shall agree upon the location and method of training. (F)Warranty - Defective Part Replacement and Repair. Replacement parts required due to manufacturer defects or workmanship will be provided by Bigbelly at no cost to Customer. All other repairs and part replacements, including but not limited to, repairs or replacements required as a result of external trauma or damage (including but not limited to vehicle strikes or vandalism) are specifically excluded and must be repaired or replaced at Customer’s expense. Custom add-ons including vinyl wraps purchased by Customer are not covered by this warranty and repair and replacement shall be at Customer’s expense, unless the damage is caused by Bigbelly or its employees, subcontractors or representatives, in which case any repair or replacement will be at Bigbelly’s expense. (G)Customer Support and Equipment Maintenance. Except for losses described in Section 5.2 below, Bigbelly will support the Customer in the maintenance of the Equipment at its sole discretion and expense in order to optimize up time. Technical Customer Support is available Monday through Friday, 7am to 6 pm EST to guide Customer in troubleshooting, repair and replacement efforts and to assist with parts ordering. In addition, Bigbelly maintains a network of trained Field Service professionals available for dispatch upon Customer request to investigate and resolve issues in the field. Equipment batteries will be provided at no cost to Customer during the Term of the Agreement at Bigbelly’s discretion, but no less frequently than necessary for the normal operation of the Equipment. If station operating conditions change such that insufficient sunlight is available for normal station operations (for example, Customer moves station into storage and fails to switch off station or places station under awning), and as a result the equipment battery fails prematurely, battery will be replaced at Customer expense. (H)Removal. Upon termination, Bigbelly will de-install and remove the Equipment at Customer’s expense (not to exceed a total cost of $3,120). Equipment so removed shall be in operational condition and free of any damage for which Customer is responsible pursuant to Section 5.2 below. (I)Subcontractor Services. Bigbelly may contract with third parties to provide the Service. If Bigbelly subcontracts any performance of this Agreement to a third party or third parties, Bigbelly shall be responsible for ensuring that the third party or third parties complies/comply with the terms of this Agreement. (J)Insurance. Prior to beginning the Connect Services and continuing throughout the Term of this Agreement, Bigbelly (and any subcontractors) shall, at Bigbelly’s (or subcontractor’s) sole cost and expense, furnish Customer with certificates of insurance evidencing that Bigbelly (or its subcontractor) has obtained and maintains insurance in the following amounts: A. Workers’ Compensation, if applicable, that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by Bigbelly, its personnel, agents or subcontractors. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. Connect by Bigbelly Service Agreement CSA2019 Page 5 | 13 (K)Compliance with Law and Non-Discrimination. Bigbelly shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Bigbelly shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. (L)Taxes. Bigbelly is solely responsible for the payment of employment taxes related to its employees incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Bigbelly must provide Customer with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended, and such Form 590 shall be attached hereto and incorporated herein as an exhibit. Unless Bigbelly provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Bigbelly as required by law. Bigbelly shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Bigbelly accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Bigbelly’s withholding duty to City upon request. (M)Prevailing Wages. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality where the work will be performed, as determined by the Director of Industrial Relations pursuant to the Director’s authority under California Labor Code Section 1770, et seq. Bigbelly shall be responsible for ensuring that it, or any subcontractor working for it, complies with California state prevailing wage law governing public works projects, to the extent applicable. 4.2Customer’s Obligations (A)Customer Information & Access. Customer agrees that Bigbelly’s ability to perform the Service under the Agreement in a timely manner is dependent upon access to Customer’s installation information and locations. Deadlines imposed by this Agreement shall be extended in the event that Customer fails to provide such information and/or access in a timely manner. (B)Shipping. Customer agrees to pay for shipping expenses and to provide an appropriate facility that can receive, inspect and stage all Bigbelly Equipment until the Equipment is installed. (C)Site Preparation. Customer agrees to provide a poured concrete pad if the intended installation surface does not meet Bigbelly specifications (such specifications to be provided by Bigbelly to Customer not less than 30 days in advance of the anticipated shipping date). If Customer’s installation surface does not meet such specifications, any additional cost associated with Bigbelly’s efforts to properly prepare the surface will be at Customer’s expense. It is the Customer’s responsibility to remove, at Customer’s expense, existing bins or any other items from the locations where Bigbelly stations will be installed. (D)Operational Safety. Customer agrees to provide immediate notice to Bigbelly with respect to any damage or other event which causes the Equipment to pose a public safety issue or create unsafe operating conditions and Customer shall take prompt action if necessary, to eliminate such public or operator safety issues. Customer will promptly attempt to service or remove from service any Equipment that Customer has identified as causing a public safety issue or creating unsafe operating conditions. If after applying best effort, Customer cannot resolve the issue, Customer will contact Bigbelly Customer Service and Bigbelly will resolve the issue at Bigbelly’s expense, unless unsafe operating condition is due to losses described in Section 5.2. (E)Automated System Monitoring & Customer Support Escalation - Customer will respond to routine maintenance and repair issues they observe or are notified of via automated CLEAN alerts. Customer will use best efforts to promptly resolve issues and may contact Bigbelly Customer Service to receive troubleshooting assistance and instructions for proper repair. If a replacement part is needed to resolve the issue, Customer will contact Bigbelly Customer Service to request a part(s). If Customer best efforts do not resolve the issue, Customer should contact Bigbelly Customer Service. If Bigbelly Field Service is dispatched and Bigbelly determines the issue is due to failure of Customer to provide best effort, to Customer error, or to damage as described in Section 5.2 below, Bigbelly Connect by Bigbelly Service Agreement CSA2019 Page 6 | 13 reserves the right to bill Customer for incurred expense. Furthermore, if a replacement part is provided and Bigbelly determines that the original part failed due to misuse or abuse, Customer is responsible for replacement cost per Section 5.2 below. (F)Cleaning & Inspection – Up to five (5) cleaning and inspection visits from Bigbelly are included during the Term of this Agreement. One cleaning and inspection visit per every 12-month period shall be made available upon request at no cost to Customer. Customer will use best efforts to maintain general cleanliness of Equipment throughout the contract Term. If, after applying best effort to maintain Equipment cleanliness, Customer finds equipment needs an additional cleaning and inspection visit, Customer may contact Bigbelly Customer Support to request a cleaning and inspection visit. Additional cleaning and inspection visits that are not included in the terms of this Agreement will be at Customer’s expense. (G)Insurance. This Section 4.2(G) shall not be applicable if Customer has provided evidence of self-insurance acceptable to Bigbelly and maintains such self-insurance in full force and effect. During the Term of this Agreement, Customer will keep the Equipment insured against all risks of loss or damage in an amount not less than the replacement cost thereof, with deductible not to exceed $15,000.00 and without co-insurance. Customer will also maintain for the Term of this Agreement, commercial general liability insurance covering both bodily injury and property damage of at least $1,000,000 per occurrence/$2,000,000 annual aggregate. Bigbelly and its assigns will be named as loss payee on the Property insurance and additional insured on General Liability insurance. Customer will pay all premiums for such insurance and must deliver proof of insurance coverage satisfactory to Bigbelly. If Customer does not provide such insurance, it agrees that Bigbelly has the right, but not the obligation, to obtain insurance against theft and physical damage and add an insurance fee to the amount due from Customer. (H)Equipment Relocation. Within five (5) business days following relocation of any Equipment, Customer shall notify Bigbelly in writing of the specific location of such Equipment. 5.0Equipment Rental Terms and Conditions 5.1Title To and Use of Equipment (A)Title. As further set forth in Section 6.4 below, Bigbelly is and will at all times be the sole owner of the Equipment. Customer shall not acquire any title or interest, legal or equitable, in the Equipment, other than the use rights set forth in this Agreement. In the event this Agreement is deemed to be disguised sale, Customer hereby grants to Bigbelly a security interest in the Equipment (and all accessions thereto and substitutions therefore) and the proceeds thereof. (B)Use of Equipment. Customer shall not use the Equipment for other than intended purposes. Customer shall ensure safe operation of the Equipment by trained personnel. Customer shall comply with all Bigbelly and governmental guidelines, laws, rules, regulations and ordinances applicable to the use and operation of the Equipment. (C)No Pledge. Customer shall not pledge, lend, create a security interest in or permit any lien to attach to the Equipment or any part thereof or attempt in any other manner to dispose the Equipment. (D)No Attachments. Customer represents and warrants that the Equipment is, and shall at all times remain, fully removable personal property notwithstanding any affixation or attachment to real property or improvements. Customer shall give Bigbelly immediate notice of any such attachment or other judicial process affecting the Equipment and shall immediately take all action necessary to remove such attachment and terminate the effect of such judicial process on the Equipment. (E)Equipment Inspection Rights. Bigbelly and its agents shall have the right to enter any premises where Equipment is located to inspect such Equipment at any time with reasonable advance written notice to Customer. 5.2Risk of Loss. From the time of delivery of Equipment by Bigbelly to Customer until the Equipment is removed by Bigbelly, Customer will bear the entire risk of whole or partial loss, theft, destruction or damage to the Equipment resulting from any causes other than Bigbelly’s or its employees’ or contractors’ agents’ actions or omissions with respect to the Equipment or defects, flaws or malfunctions in the Equipment, or requisition of the Equipment by any governmental entity, or expropriation or the taking of the Equipment by eminent domain or otherwise (collectively, “Loss”). Customer will give Bigbelly written notice within 10 days of any Loss (“Loss Notice”). If any Equipment is damaged and can be economically repaired, Bigbelly will promptly repair such Equipment to good working order and condition and Customer agrees to immediately pay, on Connect by Bigbelly Service Agreement CSA2019 Page 7 | 13 demand, all costs and expenses incurred by Bigbelly in connection therewith. If any Equipment is damaged and cannot be economically repaired, Bigbelly will promptly replace such Equipment and Customer agrees to immediately pay Bigbelly, on demand, the replacement cost of such Equipment and all costs and expenses incurred by Bigbelly in connection with such replacement. Subject to Bigbelly’s obligations under this Section 5.2, this Agreement shall remain in full force and effect notwithstanding any Loss. 6.0General Terms and Conditions 6.1Taxes and Other Charges. Except for any tax covered by Section 4.1(L) of this Agreement, Customer is responsible for all taxes (including sales, use and personal property tax), fees, and assessments (collectively, “Taxes”) that may be imposed by any governmental entity or taxing authority in connection with this Agreement or the Equipment or any amount due hereunder. Customer will reimburse Bigbelly (or pay directly to the applicable taxing authority if instructed in writing by Bigbelly) for all such Taxes except to the extent Customer is tax-exempt and has delivered to Bigbelly a valid and current tax exemption certificate as reasonably determined by Bigbelly. 6.2Service. Customer agrees that during the Term of the Agreement, it shall keep in effect the Service as defined in the Agreement. Unless otherwise agreed in a written amendment to this Agreement, Bigbelly or its subcontractors shall be the sole and exclusive suppliers of the Service. 6.3Additions and Modifications of Equipment. Unless otherwise expressly agreed by an officer of Bigbelly in writing, Customer shall not make any additions, alterations or modifications to the Equipment. Customer shall not remove, cover or damage any Bigbelly logos or other identification markings on the Equipment. 6.4Ownership Rights. The Equipment and Software contain intellectual property including but not limited to patented and unpatented inventions, trade secrets, know-how, and copyrights all of which is owned and will continue to be owned exclusively by Bigbelly and/or its licensors and Customer will obtain no rights thereto other than the limited rights of use under this Agreement. Customer acknowledges and agrees that all technology, materials, hardware, software, content and data of which the Equipment and Software is comprised or which is otherwise contained within or attached to, generated, collected or processed by the Equipment and/or Software is the sole and exclusive property of Bigbelly. Bigbelly hereby grants Customer a royalty-free, non-exclusive, fully paid up right and license to use the Equipment, the Software, and any intellectual property rights therein as necessary for Customer and its contractors to use the Equipment and Bigbelly Service consistent with the terms and conditions of the Agreement and these Terms and Conditions. Bigbelly reserves the right, at its sole cost and expense and subject to applicable governmental guidelines, laws, rules, regulations and ordinances, at any time upon notice to Customer, to enhance or otherwise modify the Equipment and/or Software made available to Customer under this Agreement, including but not limited to enhancements or modifications for the purpose of implementing Wi-Fi network capability to the Equipment, instituting mechanisms for data collection, processing and analysis. Bigbelly retains all media rights associated with signage, and Customer agrees not to post signage and/or advertisements on the Equipment without written approval by Bigbelly. For avoidance of doubt, this does not prohibit customer from displaying messages solely on behalf of customer such as public service messages. 6.5Termination (A)Effect of Termination. Except as provided for in Section 6.7 below, any termination of the Agreement by Customer, with or without cause, shall not relieve Customer of its obligations to make any and all payments due under this Agreement. (B)Post Termination Duties / Surrender of Equipment. Upon the expiration or earlier termination or cancellation of the Agreement, Bigbelly shall remove the Equipment as described in Section 4.1 (H) above. 6.6Indemnifications by the Parties (A)Indemnity by Bigbelly. To the fullest extent permitted by law, Bigbelly shall indemnify, defend (with counsel acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Bigbelly’s performance of the Agreement or its failure to comply with this Agreement, except such Liability caused, in whole or in part, by the negligence or willful misconduct of the City Indemnitees. Notwithstanding the foregoing, in no event will Bigbelly be liable for or indemnify the City Indemnitees against (a) any damage, claim or injury arising out of Customer’s or any third party’s actions, including but not limited to accidental or intentional tampering with the Equipment (but excluding regular, non-negligent usage of the Equipment) or (b) consequential or indirect damages. Connect by Bigbelly Service Agreement CSA2019 Page 8 | 13 Bigbelly’s maximum liability hereunder shall be limited to three times the total amount of Service Fees payable by Customer to Bigbelly pursuant to this Agreement. (B)Indemnity by Customer. Customer shall indemnify and hold Bigbelly and each of their directors, officers and employees, harmless, and defend Bigbelly and its representatives if it requests, as to all claims, liabilities, losses, damages and expenses (including without limitation, reasonable attorneys’ fees and other legal expenses and amounts paid in settlements) brought against Bigbelly and/or its representatives because of (a) any breach or alleged breach by Customer of any of its representations, warranties, or agreements with Bigbelly, (b) any claim that any of the information provided by Customer to Bigbelly infringes any patent, trademark, copyright or other intellectual property right, anywhere in the world, or (c) any death, injury or damage to any person or property caused by or resulting from Customer’s negligence in operating or securing the Equipment, except if caused, in whole or in part by the negligence or willful misconduct of Bigbelly. (C)Survival of Indemnity. The rights and obligations of Customer and Bigbelly under this Section 6.6 survive the termination, cancellation or expiration of this Agreement. 6.7Default; Dispute Settlement; Governing Law (A)Definition of Default. The term "Default" means any of the following events: (i) Customer fails to make any payment required under this Agreement within fifteen (15) days after the same shall have become due; (ii) Customer or Bigbelly fails to perform any other obligation under this Agreement and such non-performance is not cured within thirty (30) days following notice or Customer fails to provide insurance as required under this Agreement; (iii) Customer or Bigbelly becomes insolvent or makes an assignment for the benefit of its creditors; i(v) a receiver, trustee, conservator or liquidator of Customer or Bigbelly of all or a substantial part of such party’s assets is appointed with or without the application or consent of such party; (v) a petition is filed by or against Customer or Bigbelly under any bankruptcy, insolvency or similar law; (vi) any warranty or representation made by either party herein proves to have been false or misleading when made; or, (vii) there is a material adverse change in Customer's financial condition. (B)Default by Customer. Upon the occurrence of a Default by Customer, Bigbelly may do one or more of the following as Bigbelly in its sole discretion shall elect: (i) initiate Dispute Settlement procedures pursuant to subsection (D) herein to enforce performance by Customer of the Agreement or to recover damages for the breach thereof; (ii) cause Customer, at its expense, to promptly return the Equipment to Bigbelly at such place as Bigbelly designates in writing; (iii) by notice in writing to Customer, cancel or terminate the Agreement, without prejudice to any other remedies hereunder; (iv) enter upon, or instruct its agents or assigns to enter upon, the premises of Customer or other premises where any Equipment may be located and take possession of and remove all or any portion of such Equipment without liability to Customer by reason of such entry or taking possession; (v) require Customer to pay to Bigbelly immediately upon demand, in addition to all amounts then due under this Agreement, liquidated damages in the amount of the greater of (A) eighty percent (80%) of the remaining Service fees to become due during the Initial Term or (B) one year of Service fees, which amount, owing to the acknowledged difficulty in establishing a value for the unexpired Initial Term, the parties agree represents an agreed upon reasonable measure of damages and is not to be deemed a forfeiture or penalty; (vi) charge Customer interest on all monies due Bigbelly at the rate of eighteen percent (18%) per year from the date of default until paid, but in no event more than the maximum rate permitted by law; (vii) collect from Customer all expenses incurred by Bigbelly in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment and reasonable attorneys’ fees; and (viii) exercise any other right or remedy available to Bigbelly under applicable law. (C)Default by Bigbelly. Upon the occurrence of a Bigbelly Default, Customer may do one or more of the following as Customer in its sole discretion shall elect; (i) initiate Dispute Settlement procedures pursuant to subsection (D) herein to enforce performance of the Agreement or recover damages for the breach thereof; (ii) cause Bigbelly, at its expense, to promptly collect the Equipment; (iii) by notice in writing to Bigbelly, cancel or terminate the Agreement, without prejudice to any other remedies hereunder; (iv) collect from Bigbelly all expenses incurred by Customer in connection with the enforcement of any remedies, including all expenses of repossessing, storing, shipping, repairing and selling the Equipment and reasonable attorneys’ fees; and (v) exercise any other right or remedy available to Customer under applicable law. Connect by Bigbelly Service Agreement CSA2019 Page 9 | 13 (D)Dispute Settlement. In the event of any dispute arising due to a Default or with respect to the terms of the Agreement or obligations of the parties, the parties agree to discuss the dispute in an attempt to amicably resolve such dispute within 30 days of the date of a written notice of such dispute by one party to the other. Failing any such resolution, either party will be free to seek remedy through a court of competent jurisdiction. (E)Continuation of Obligations. The occurrence of a dispute under or relating to the Agreement shall not relieve Bigbelly of, or change in any way, Bigbelly’s obligation to provide the Service in accordance with the terms of the Agreement nor shall the occurrence of a dispute under or relating to the Agreement relieve Customer of its obligations to make any and all payments described in the Agreement, including the Attachments. (F)Governing Law. The Agreement including the Attachments shall be interpreted under the laws of the courts of the State of California, without regard to principles of conflicts of law or the United Nations Convention on the International Sale of Goods. Each party consents to the personal jurisdiction of federal and state courts located in the County of San Mateo, California. Customer agrees that service of process in any action or proceeding may be duly affected upon Customer by mailing such process via certified mail, return receipt requested or as otherwise provided under applicable law. 6.8Assignment. Neither party may assign this Agreement or any rights hereunder unless it receives the written consent of the other party, which consent shall not be unreasonably withheld. Customer may not sublease or leng any Equipment without the prior written consent of Bigbelly. Notwithstanding the foregoing, Bigbelly may at any time, without further approval of Customer, make an assignment of its financial interests in this Agreement, including the granting of a security interest in the Equipment, to any person (a “Financial Assignee”) . In such event, all the provisions of this Agreement for the benefit of Bigbelly shall inure to the benefit of and be exercised by or on behalf of such Assignee, which shall not relieve Bigbelly of its performance obligations to the Customer under this Agreement, but the Assignee shall not be liable for or be required to perform any of Bigbelly’s obligations to Customer. Subject to the foregoing, the Agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. 6.9Relationship of Parties. Bigbelly and Customer are each independent entities and the relationship between Bigbelly and Customer under the Agreement is not a joint venture, partnership, principal-agent, broker, sales representative or franchise relationship. Bigbelly has no authority to make any promise, commitment or agreement on Customer’s behalf, and Bigbelly will not represent to anyone that it does have such authority. It is understood and agree that this Agreement is not a contract of employment and does not create an employer-employee relationship between Customer and Bigbelly, its employees or agents. At all times Bigbelly shall be an independent contractor, and Customer shall not control the manner of Bigbelly accomplishing the Connect Services. Bigbelly is not authorized to bind Customer to any contracts or other obligations without the express written consent of Customer. 6.10Notices. Each notice provided for in the Agreement shall be given in writing and become effective when: (A)served by personal delivery to the recipient’s Legal Department or Contract Administrator; Customer: CITY OF SOUTH SAN FRANCISCO BIG BELLY SOLAR, LLC Name: ___________________________________ Jeff Wakely Title: Public Works Program Manager Chief Financial Officer Address: 550 North Canal Street 150 A Street, #103 South San Francisco, CA 94080 Needham, MA 0249 (B)deposited, postage prepaid in the United States registered or certified mails addressed to the recipient’s Legal Department or Contract Administrator, at the address specified in Section 6.10(A); (C)dispatched to the recipient’s Legal Department or Contract Administrator, at the address specified in Section 6.10(A), via overnight mail using UPS, Federal Express or similar carrier; or, (D)sent to recipient’s Legal Department or Contract Administrator: via facsimile or other electronic means if delivery does not require a signature or other confirmation of delivery. 6.11Force Majeure. Any delay or failure of either party to perform its obligations (other than payment obligations) shall be excused if it is caused by an extraordinary event or occurrence beyond the control of the nonperforming party and without the nonperforming party’s fault or negligence, such as acts of God, fires, floods, windstorms, explosions, natural disasters, wars and sabotage. Raw material or labor shortages are not force majeure events. Each party shall promptly notify the other of the reason for the delay and use its Louis Langi Connect by Bigbelly Service Agreement CSA2019 Page 10 | 13 best efforts in curing such cause and shall take all action practicable to minimize the adverse impact of the delay on the other party. 6.12No Warranties. Customer hereby acknowledges that it has not entered into the Agreement including the Attachments in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth therein. 6.13Use of Trade Names and Trademarks. Neither party may use the trade name, service mark, logo or trademark of the other party for any purpose without previous permission in writing from the other party. 6.14Damages. Unless otherwise provided in the Agreement, in no event shall either party, or its affiliates, shareholders, officers, directors, employees, agents, or representatives, or assigns be liable for lost revenue, lost profits, incidental, indirect or consequential damages, resulting from any aspect of the Service provided in connection with this Agreement. Bigbelly’s maximum aggregate liability to Customer in relation to or in connection with the Agreement will be limited to three times (3x) the total amount of Service Fees paid or payable by Customer to Bigbelly under the Agreement. 6.15INTENTIONALLY DELETED 6.16INTENTIONALLY DELETED 6.17Fiscal Funding. Customer hereby represents and warrants to Bigbelly that: (a) Customer is a State, possession of the United States, the District of Columbia, or political subdivision thereof as defined in Section 103 of the Internal Revenue Code and Treasury Regulations and Rulings related thereto (the “Code”); (b) If Customer is incorporated, it is duly organized and existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full force and effect; (c) Customer has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body (which resolution, if requested by Bigbelly, is attached hereto), to execute and deliver the Agreement and to carry out its obligations hereunder; (d) All legal requirements have been met, and procedures have been followed, including public bidding, in order to ensure the enforceability of the Agreement; (e) The Equipment will be used by Customer only for essential governmental or proprietary functions of Customer consistent with the scope of Customer's authority and will not be used in a trade or business of any person or entity, by the federal government or for any personal, family or household use. Customer’s need for the Equipment is not expected to diminish during the term of the Agreement; (f) Customer has funds available to pay contracted Payments until the end of its current appropriation period, and it intends to request funds to make contracted Payments in each appropriation period, from now until the end of the term of the Agreement; and (g) The Customer shall comply at all times with all applicable requirements of the Code. If sufficient funds are not appropriated to make contracted payments under the Agreement (“Payments”), the Agreement shall terminate and Customer shall not be obligated to make contracted Payments under the Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event, Customer shall, no later than the end of the fiscal year for which contracted Payments have been appropriated, deliver possession of the Equipment to Bigbelly. If Customer fails to deliver possession of the Equipment to Bigbelly, the termination shall nevertheless be effective but Customer shall be responsible for the payment of damages in an amount equal to the portion of contracted Payments thereafter coming due that is attributable to the number of days after the termination during which the Customer fails to deliver possession and for any other loss suffered by Bigbelly as a result of Customer's failure to deliver possession as required. Customer shall notify Bigbelly in writing within seven (7) days after the failure of the Customer to appropriate funds sufficient for the payment of the contracted Payments, but failure to provide such notice shall not operate to extend the Agreement term or result in any liability to Customer. 6.18Entire Agreement. The Agreement including the Service Schedule included at page 1 and the Attachments constitute the entire agreement between the parties regarding its subject matter and supersede all prior agreements, oral and written, negotiations, commitments and writings, and may not be released, discharged, abandoned, changed or modified in any manner, orally or otherwise, except by an instrument in writing signed by a duly authorized representative of each party. Any purchase order or other ordering document issued by Customer is for administrative purposes only and does not form part of this Agreement. If there is an inconsistency between or among the documents listed below, then the following order of precedence shall govern: (a) Attachment A (b) Attachment B (c) The Agreement Connect by Bigbelly Service Agreement CSA2019 Page 11 | 13 6.19Amendment; Modification; Waiver. No modification, amendment, waiver or release of any provision of the Agreement or any right, obligation, claim or cause of action arising under the Agreement shall be valid or binding unless in writing and duly executed by the party against whom enforcement is sought. No waiver by either party of any breach, or the failure of either party to enforce any of the terms and conditions of the Agreement, shall affect, limit or waive that party’s right to enforce and compel compliance with all terms and conditions of the Agreement or to terminate the Agreement as permitted by its terms. Any provision of this Agreement which for any reason may be held unenforceable in any one jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement, and any such unenforceability in any one jurisdiction shall not render such provision unenforceable in any other jurisdiction. This Agreement may be executed in any number of counterparts and by different parties hereto or thereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together consist of but one and the same instrument. End of Attachment A. Connect by Bigbelly Service Agreement CSA2019 Page 13 | 13 BILLING INFORMATION FORM PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for Big Belly Solar, LLC to properly bill and credit your account, it is necessary that you complete this form and return it with the signed documents. Billing Name: The City of South San Francisco If you would like your invoices emailed to you in place of regular mail, please provide an email address(es) below: [email protected]; [email protected] Billing Address: 550 North Canal Street South San Francisco, CA 94080 Attention: Louis Langi, PW Program Manager Telephone Number: (650) 877-8550 Federal ID#: 946000435 SPECIAL INSTRUCTIONS Do you require a Purchase Order Number on the invoice? Yes X No If yes, please provide the PO# _________________________________ and attach a copy of the purchase order (front & back) for our file. Is a new purchase order required for each new fiscal year period? Yes X No If yes, provide month/year PO expires ________________________________________________ Do you have multiple contracts, and would you like them all billed on one invoice (Summary Billing)? Yes X No Are you sales tax exempt? IIf yes, please attach a copy of exempt certificate or direct pay permit. Yes X No Do you require any special information to establish a vendor number for _____________________________? Yes X No If yes, please advise: __________________________________________________________________________________ Additional Comments: ________________________________________________________________________________________ ___________________________________________________________________________________________________________ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY :RRGUXII6DZ\HU &R 2QH /LEHUW\ 6TXDUH 6XLWH %RVWRQ 0$ /LFHQVH )HGHUDO ,QVXUDQFH &RPSDQ\ %,*%(//< %LJ %HOO\ 6RODU //& $ 6WUHHW 6XLWH 1HHGKDP 0$ $; ; ; $ ; $; &LW\ RI 6RXWK 6DQ )UDQFLVFR $WWQ &LW\ &OHUN *UDQG $YHQXH 6RXWK 6DQ )UDQFLVFR &$ CERTIFICATE OF COVERAGE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM(S) OF COVERAGE BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S). IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE MEMORANDUM(S) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S). NAMED COVERED PARTY PROGRAM AFFORDING COVERAGE A: B: C: COVERAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOL/OWING COVERAGE IS IN EFFECT. JPA LTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVE DATE (MM/DD/YY) COVERAGE EXPIRATION DATE (MM/DD/YY)LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire)$ CLAIMS MADE OCCUR MED EXPENSE (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN’L AGGREGATE LIMIT APPLIES PER:PRODUCTS-COMP/OP AGG $ MEMOR-ANDUM PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO $ ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS WORKERS’ COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/ EXECUTIVE/OFFICER/MEMBER EXCLUDED? IF YES, DESCRIBED UNDER SPECIAL PROVISION BELOW WC STATUTORY LIMITS OTHER E.L. EACH ACCIDENT $ E.L. DISEASE – EA EMPLOYEE $ E.L. DISEASE – POLICY LIMIT $ OTHER OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL/PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE PROVISIONS. AUTHORIZED REPRESENTATIVE DATE (MM/DD/YYYY) 6DQ )UDQFLVFR$OOLDQW ,QVXUDQFH 6HUYLFHV ,QF 3LQH 6W WK )O 6DQ )UDQFLVFR &$ &LW\ RI 6RXWK 6DQ )UDQFLVFR FR 3RROHG /LDELOLW\ $VVXUDQFH 1HWZRUN -3$ &UHHNVLGH 2DNV 'ULYH 6XLWH 6DFUDPHQWR &$ 3/$1 -3$ $ ; ; *$/ $ ; *$/ 3XUVXDQW WR WKH GHILQLWLRQ RI &RYHUHG 3DUW\ LQ WKH /LDELOLW\ 0HPRUDQGXP RI &RYHUDJH WKH FHUWLILFDWH KROGHU LV DQ DGGLWLRQDO FRYHUHG SDUW\ IRU FRYHUHG FODLPV DULVLQJ RXW RI WKH FRYHUHG DFWLYLW\ VWDWHG EHORZ DQG LV VXEMHFW WR WKH OLPLWV VWDWHG DERYH $V UHVSHFWV &RQQHFW 6HUYLFHV $JUHHPHQW DQG DQ\ DGGLWLRQDO 6HUYLFH 6FKHGXOHV EHWZHHQ WKH &LW\ RI 6RXWK 6DQ )UDQFLVFR DQG %LJ %HOO\ 6RODU //& %LJ %HOO\ 6RODU //& LV DQ DGGLWLRQDO FRYHUHG SDUW\ DQG ORVV SD\HH ZLWK UHJDUG WR DQ\ QHJOLJHQW DFWV RU RPLVVLRQV RI WKH &LW\ RI 6RXWK 6DQ )UDQFLVFR LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV %LJ %HOO\ 6RODU //& $WWQ .HYLQ 6FKRHQWKDOHU $ 6WUHHW 6XLWH 1HHGKDP 0$ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CANCELLATION © 1993-2015 ACORD CORPORATION. All rights reserved.ACORD 27 (2016/03) The ACORD name and logo are registered marks of ACORD 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 EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PROPERTY INFORMATION LOCATION/DESCRIPTION COVERAGE INFORMATION COVERAGE / PERILS / FORMS AMOUNT OF INSURANCE DEDUCTIBLE PHONE(A/C, No, Ext): (A/C, No):FAX E-MAILADDRESS: AGENCY THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. CUSTOMER ID #:AGENCY SUB CODE:CODE: INSURED LOAN NUMBER POLICY NUMBER TERMINATED IF CHECKED CONTINUED UNTILEXPIRATION DATEEFFECTIVE DATE THIS REPLACES PRIOR EVIDENCE DATED: COMPANY DATE (MM/DD/YYYY)EVIDENCE OF PROPERTY INSURANCE REMARKS (Including Special Conditions) MORTGAGEE ADDITIONAL INSURED LOSS PAYEE ADDITIONAL INTEREST NAME AND ADDRESS AUTHORIZED REPRESENTATIVE LOAN # PERILS INSURED BASIC BROAD SPECIAL LENDER'S LOSS PAYABLE $OOLDQW ,QVXUDQFH 6HUYLFHV ,QF 3LQH 6WUHHW WK )ORRU 6DQ )UDQFLVFR &$ /LFHQVH & VZHHNV#DOOLDQWFRP 9$5,286 3(5 $77$&+(' 6&+('8/( &LW\ RI 6RXWK 6DQ )UDQFLVFR FR 3RROHG /LDELOLW\ $VVXUDQFH 1HWZRUN -3$ &UHHNVLGH 2DNV 'ULYH 6XLWH 6DFUDPHQWR &$ $3,3 '(& ; $OO 5LVN RI 'LUHFW 3K\VLFDO /RVV RU 'DPDJH 5HDO 3URSHUW\ 3HUVRQDO 3URSHUW\ ([WUD ([SHQVH %XVLQHVV ,QWHUUXSWLRQ 5HQWDO ,QWHUUXSWLRQ 9HKLFOH &RYHUDJH $FWXDO &DVK 9DOXH 9DULRXV 6XEOLPLWV $SSO\ 6HH 3ROLF\ IRU 'HWDLOV $V UHVSHFWV &RQQHFW 6HUYLFHV $JUHHPHQW DQG DQ\ DGGLWLRQDO 6HUYLFH 6FKHGXOHV EHWZHHQ WKH &LW\ RI 6RXWK 6DQ )UDQFLVFR DQG %LJ %HOO\ 6RODU //&%LJ %HOO\ 6RODU //& LV DQ DGGLWLRQDO FRYHUHG SDUW\ DQG ORVV SD\HH ZLWK UHJDUG WR DQ\ QHJOLJHQW DFWV RU RPLVVLRQV RI WKH &LW\ RI 6RXWK 6DQ )UDQFLVFR LWV RIILFHUV RIILFLDOV HPSOR\HHV DQG YROXQWHHUV ; %LJ %HOO\ 6RODU //& $WWQ .HYLQ 6FKRHQWKDOHU $ 6WUHHW 6XLWH 1HHGKDP 0$ ALLIANT PROPERTY INSURANCE PROGRAM BOUND LIST OF CARRIERS JULY 1, 2020 TO JULY 1, 2021 Alliant Insurance Services, Inc. y 1301 Dove Street, Suite 200, Newport Beach, CA 92660 PHONE (949)756-0271 FAX (949) 756-2713 y www.alliantinsurance.com y License No. 0C36861 (as of June 26, 2020) Page 1 Arch Specialty Insurance Company Aspen Insurance UK Limited Ategrity Specialty Insurance Company Chubb European Group Limited Endurance Worldwide Insurance Limited Evanston Insurance Company Everest Indemnity Insurance Company Fidelis Underwriting Limited Hallmark Specialty Insurance Company Homeland Insurance Company of New York Interstate Fire and Casualty Ins. Co. Ironshore Specialty Insurance Company Lancashire Insurance Company (UK) Ltd. Landmark American Insurance Co. (RSUI) Lexington Insurance Company Liberty Mutual Fire Insurance Company Lloyd’s of London National Union Fire Insurance Company Partner Re Ireland Insurance Ltd Princeton Excess & Surplus Lines Ins. Co. RSUI Indemnity Company QBE Specialty Insurance Company Westport Insurance Corporation XL Insurance America, Inc. Public Entity Property Insurance Program (PEPIP) Form No.15 Page 42 of 68 AG. ADDITIONAL INSURED’S / LOSS PAYEES It is hereby understood and agreed that the interest of Additional Insured’s and/or Loss Payees is automatically included, as per schedule held on file with Alliant Insurance Services, Inc. Certificate Of Completion Envelope Id: D7F86E2B4C894D9C9DACE91DA389A982 Status: Completed Subject: Please DocuSign: Contract Routing Form Final - Bigbelly.pdf, 9.3.20_BBS_SSF_CSA_10187_FINAL_CLE... Source Envelope: Document Pages: 18 Signatures: 10 Envelope Originator: Certificate Pages: 5 Initials: 0 Marissa Garren AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Stamps: 1 329 Miller Ave South San Francisco, CA 94080 [email protected] IP Address: 209.234.100.130 Record Tracking Status: Original 9/10/2020 12:17:55 PM Holder: Marissa Garren [email protected] Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp Claire Lai [email protected] Signing Group: City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 206.169.145.130 Sent: 9/11/2020 2:47:08 PM Viewed: 9/13/2020 7:21:39 PM Signed: 9/13/2020 7:31:28 PM Electronic Record and Signature Disclosure: Accepted: 9/13/2020 7:21:39 PM ID: f66b8a6a-480c-47d3-a624-a356aca15b81 Eunejune Kim [email protected] Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 209.234.100.130 Sent: 9/11/2020 2:47:08 PM Viewed: 9/11/2020 2:53:11 PM Signed: 9/11/2020 2:54:46 PM Freeform Signing Electronic Record and Signature Disclosure: Accepted: 6/1/2020 2:10:07 PM ID: 09c34a55-e298-4c87-9f18-2e9185df7481 SHARON RANALS [email protected] Assistant City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 209.234.100.130 Sent: 9/13/2020 7:31:33 PM Viewed: 9/14/2020 9:22:10 AM Signed: 9/14/2020 9:23:10 AM Electronic Record and Signature Disclosure: Accepted: 9/14/2020 9:22:10 AM ID: b72a3f69-45d2-45e9-984a-ef1bcbb1f1e3 Mike Futrell [email protected] City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 209.234.100.130 Sent: 9/14/2020 9:23:15 AM Viewed: 9/14/2020 10:45:52 AM Signed: 9/14/2020 2:26:36 PM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 9/14/2020 10:45:52 AM ID: 55742872-008f-4465-959f-2e227932aa14 Rosa Govea Acosta [email protected] City Clerk City of South San Francisco Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.161.78.110 Sent: 9/14/2020 2:26:41 PM Viewed: 9/18/2020 4:15:08 PM Signed: 9/18/2020 4:48:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Dave Bockhaus [email protected] Deputy Director Public Works City of South San Francisco Security Level: Email, Account Authentication (None) Using IP Address: 24.7.9.163 Sent: 9/10/2020 3:14:37 PM Viewed: 9/11/2020 10:16:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Louis Langi [email protected] Security Level: Email, Account Authentication (None)Using IP Address: 209.234.100.130 Sent: 9/10/2020 3:14:37 PM Viewed: 9/11/2020 2:47:07 PM Electronic Record and Signature Disclosure: Accepted: 9/11/2020 2:47:07 PM ID: 5c208a76-eb43-4e79-b070-5b00261dea0b Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/14/2020 2:26:41 PM Certified Delivered Security Checked 9/18/2020 4:15:08 PM Completed Security Checked 9/18/2020 4:48:12 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO City of South San Francisco (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Certificate Of Completion Envelope Id: 3544AAB22C5B45CC8F84A4E3EF700347 Status: Completed Subject: Please DocuSign: DocuSigned CSA - Bigbelly 2020.pdf Source Envelope: Document Pages: 23 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Marissa Garren AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 329 Miller Ave South San Francisco, CA 94080 [email protected] IP Address: 209.234.100.130 Record Tracking Status: Original 9/18/2020 5:14:27 PM Holder: Marissa Garren [email protected] Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: Carahsoft OBO City of South San Francisco Location: DocuSign Signer Events Signature Timestamp Rosa Govea Acosta [email protected] City Clerk City of South San Francisco Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 67.161.78.110 Sent: 9/18/2020 5:16:11 PM Viewed: 9/18/2020 5:46:04 PM Signed: 9/18/2020 5:46:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/18/2020 5:16:11 PM Certified Delivered Security Checked 9/18/2020 5:46:04 PM Signing Complete Security Checked 9/18/2020 5:46:21 PM Completed Security Checked 9/18/2020 5:46:21 PM Payment Events Status Timestamps