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HomeMy Public PortalAboutC-20-078 - Race Telecommunications, Inc. Master Products and Services Agreement, Dedicated Internet ServicesQ) v s,. Ca c e OMMUNICATIONS MASTER PRODUCTS AND SERVICES AGREEMENT CUSTOMER PROFILE Legal Business Name: City of Carson Phone #: (310) 233-4888 Fax #: N/A Address: 701 E. Carson Street Suite/Unit/Floor: City: Carson State: Ca Zip/Postal Code: 90745 Legal Structure: Sole Proprietorship I Corporation I Partnership I LLC I LLP GENERAL TERMS AND CONDITIONS These General Terms and Conditions together with all Supplements, Order Form(s), Exhibits and other addenda attached hereto from time to time constitute the Master Products and Services Agreement ("Agreement") which is effective as of the last date of execution below ("Effective Date") by and between Race Telecommunications, Inc.. ("Race"), a California corporation, and Customer. Race and Customer are collectively referred to as the "Parties" or Individually as a "Party". 1. DEFINITIONS "Commencement Date" means the date upon which Race begins to provide an ordered Product or Service as more fully described in the relevant Supplement or Order Form. "Customer Location" refers to a location designated in an Order Form for connection to the Race Network. "Race Network" means, collectively, the fiber optic network, system capacity and related facilities (including, without limitation, routers, switches and communication channels) owned or controlled by Race to the extent it applies to the Product or Service. "Order Form" refers to any, mutually executed, product order ("Product Order"), service order ("Service Order"), estimate ("Estimate"), or statement of work ("Statement of Work") to these General Terms and Conditions and respective Supplement, detailing the Products or Services, the Term, Customer charges, the estimated Commencement Date and any other relevant terms agreed upon by the Parties. "Products or Services" means the products or services provided by Race (including, without limitation, Leased Fiber, In -Building Fiber, Co -location, Bandwidth, Managed Services, Voice Services and Capacity) to Customer. "5uoolement" means a fully executed supplement to these General Terms and Conditions each containing additional terms and conditions that govern the related Products or Services provided by Race. "Term" means the period of time in which Race provides Products or Services to Customer pursuant to an Order Form and any renewals thereto, commencing on the Commencement Date. 2. STRUCTURE OF AGREEMENT From time to time, the Parties will execute one or more Supplement(s) and Order Forms for Race to provide Products or Services, each of which is automatically incorporated into this Agreement and subject to these General Terms and Conditions. 3. INVOICING AND PAYMENT 3.1. Installation Charge. If a non-recurring installation charge or setup fee ("Installation Charge") is specified in an Order Form, Race will invoice Customer for the same after installation at the Customer Location and the BILLING CONTACT Name: Kevin Kennedy Title: IT Manager, Information Technology Division Company (if different): Email: kkennedy@carson.ca.us Phone #: (310) 233-4888 Alt Phone #: Fax #: N/A Address: 701 E. Carson Street Suite/Unit/Floor: City: Carson State: Ca Zip/Postal Code: 90745 effective date of the Order Form ("Order Form Effective Date'), and unless otherwise specified in the applicable Order Form, Customer will pay such invoice within 30 days of receipt of an invoice for the completed installation at the Customer Location. 3.2. Recurring Charge. Each month Race shall furnish to Customer an original invoice for all work performed and expenses incurred during the preceding month in a form approved by Customer's Director of Finance. By submitting an invoice for payment under this Agreement, Race is certifying compliance with all provisions of the Agreement. Race shall not invoice Customer for any duplicate services performed by more than one person. Customer shall independently review each invoice submitted by Race to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Race which are disputed by Customer, Customer will use its best efforts to cause Race to be paid within forty five (45) days of receipt of Race's invoice; however, Race acknowledges and agrees that due to Customer's warrant run procedures, Customer cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by Customer, the original invoice shall be returned by Customer to Race for correction and resubmission. Review and payment by Customer of any invoice provided by the Race shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 3.3. Additional Services. Customer shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Order Form or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Customer's Contract Officer, Kevin Kennedy, to Race, incorporating therein any adjustment in (i) the compensation for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Race. Any increase in compensation set out in the Order Form of up to ten percent (10%) of the compensation but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved by Customer's Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by Customer's City Council. No claim for an increase in the compensation or time for performance shall be valid unless the procedures established in this Section are followed. 3.4. Additional Charges. if applicable, Race will invoice Customer and Customer will pay invoices for any additional charges for Products or Services which are specified in an Order Form and agreed to by Customer. 3.5. Applicable Taxes, Race will invoice Customer and Customer will pay any and all applicable taxes ("Applicable Taxes") as more fully described in Section 4, below, with respect to specific Customer charges. 3.6. Late Payments. All invoices must be paid in accordance with their terms without setoff or deduction, and late payments will accrue interest an the unpaid sum as of the date of the invoice at the lesser of (i) the highest legal rate of interest permitted in the State of California or (ii) one and one-half percent (1.5%) per month. 3.7. U.S. Dollars. Unless otherwise specified on an Order Form, all payments must be made by Customer to Race in U.S. dollars. 4. APPLICABLE TAXES 4.1. Applicable Taxes. In addition to other amounts due hereunder, Customer shall be responsible for paying all Applicable Taxes. "Applicable Taxes" means all taxes, levies, fees, imposts, duties, charges, surcharges, assessments or withholdings of any kind or nature levied or imposed upon Race or Customer, arising from or relating to the provision by Race of the Services to Customer (including, without limitation, sales, excise taxes, universal service fees, any other FCC or state PUC fees, and any state or local utility or telecommunications taxes), together with any penalties, fines,or interest (resulting from Customer's failure to pay Applicable Taxes hereunder after being invoiced for such) by any U.S. federal, state, provincial or local govemment, public authority, including its agencies, commissions and tribunals, or their designated agents, having jurisdiction over this transaction. Customer shall not be responsible for and Applicable Taxes shall not include taxes on the property or income of Race. 4.2. Notwithstanding the foregoing, Customer may provide Race with a certificate evidencing Customer's exemption from payment of or liability for any Applicable Taxes. TERM 5.1. This Agreement commences on the Effective Date and continues through the latest expiration of all Order Form Term(s) subject to this Agreement, unless earlier terminated as provided herein. 5.2. The Term for each Order Form begins on the Commencement Date of the related Product or Service and remains in effect until the expiration of the initial period so specified on each individual Order Form. if Customer does not notify Race in writing 30 days prior to expiration of the term listed on the Order form, Race will invoice customer current market price for product or service listed on the Order form on a month to month basis. 6. DEFAULT; TERMINATION The following events are "Events of Default", the occurrence of which gives the non -defaulting Party the right to terminate the affected Order Form(s), or the entire Agreement by written notice following the expiration of any stated cure periods and pursue its remedies under the Agreement: 6.1. Customer fails to fully pay any of the payments (including Early Termination Charges) required hereunder within five (5) days after receipt of written notice of such failure; or 6.2. Except as provided in clause (a), above, the breach of any material term or condition of this Agreement (including Order Forms) and such breach remains uncured thirty (30) days after delivery to the breaching Party of written notice of such breach. If the breach is of a nature or involves circumstances reasonably requiring more than thirty (30) days to cure, the time period may be extended provided the breaching Party proceeds diligently to cure the breach. If Customer is in default, as set forth above, then, after expiration of the cure period, Race may, in addition to any other remedies that it may have under this Agreement or by law, suspend, disconnect and/or repossess any Products or Services. Customer reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days' written notice to Race, except that where termination is due to the fault of Race, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Race reserves the right to terminate this Agreement at any time, with orwithout cause, upon sixty (60) days' written notice to Customer, except that where termination is due to the fault of Customer, the period of notice may be such shorter time as Race may determine. Upon receipt of any notice of termination, Race shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where Race has initiated termination, Race shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter. In the event Race has initiated termination, Race shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 6b. 7. REPRESENTATIONS AND WARRANTIES 7.1. Race warrants that any Products and Services to be provided to Customer will be at a professional level of quality conforming to generally accepted industry standards and in compliance in all material respects with all applicable laws and regulations, and further warrants that it owns or is otherwise permitted to use or allow use of all intellectual property to the extent such may be utilized pursuant to this Agreement. EXCEPT As OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, RACE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.2. Each Party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization, (ii) it has all requisite power and authority to enter into and perform its obligations under this Agreement and all Order Forms, (iii) it will comply with all applicable federal, state and local laws, statutes, rules and regulations in connection with the provision and use of the Products and Services and (iv) this Agreement and all Order Forms, when executed, are the legal, valid and binding obligation of such Party. 7.3. Customer acknowledges that Race has no ability to determine whether the communications traffic carried by the Products or Services utilizing the Race Network is jurisdictionally interstate or intrastate. Customer will pay all relevant FCC and state Public Utilities Commission taxes and fees. 8. LIMITATION OF LIABILITY; INDEMNIFICATION 8.1. THE TOTAL LIABILITY OF EITHER PARTY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH AN ORDER FORM (EXCLUDING EARLY TERMINATION CHARGES (AS DEFINED IN THE RELATED SUPPLEMENT) IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY CUSTOMER DURING THE TERM SET FORTH THEREIN. NOTWITHSTANDING ANY PROVISION OF THiS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR LOST BUSINESS OPPORTUNITIES (WHETHER ARISING OUT OF TRANSMISSION INTERRUP- TIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE OR OTHERWISE), WHETHER FORESEEABLE OR NOT, EVEN IF A PARTY HAS BEEN ADVISED BYTHE OTHER PARTY OF THE POSSIBILITY OF THE DAMAGE AND EVEN IFA PARTY ASSERTS OR ESTABLISHES A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION WILL APPLY TO CLAIMS OF CUSTOMER, WHETHER OCCASIONED BY ANY CONSTRUCTION, INSTALLATIONS, RELOCATIONS, SERVICE, REPAIR OR MAINTENANCE PERFORMED BY, OR FAILED TO BE PERFORMED BY RACE, ORANY OTHER CAUSE WHATSOEVER, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY. iN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA OR TECHNOLOGY. 8.2. To the foil extent permitted bylaw, Race agrees to indemnify; defend and hold Customer, its officers, directors, employees, agents and contractors harmless from and against all loss, damage, liability, cost and expense (including reasonable attorney's fees and expenses) by reason of any claims or actions by third parties against Customer for (i) bodily injury or death, and damage, loss or destruction of any real or tangible personal property, which third party claims arise out of or relate to the negligent acts or omissions of Race or any of its officers, directors, employees, agents or contractors, (ii) Race's failure to perform any term, provision or condition of this Agreement or (iii) infringement or misappropriation by Race of any intellectual property rights under this Agreement, except claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Race and shall survive expiration or sooner termination of this Agreement. 9. INSURANCE 9.1. Insurance Coverages. Race shall procure and maintain, at its sale cost and expense, in a form and content satisfactory to Customer, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of Customer: a. Commercial General liability insurance (Occurrence Form CG0002 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, either the general aggregate limit shall apply separately to this contract/location, or the general aggregate limit shall be twice the occurrence limit. b. Worker's Compensation Insurance. A policy of workers compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Race against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Race in the course of carrying out the work or services contemplated in this Agreement. c. Automotive insurance (Form CA OW1(Ed 1/87) including any outo' and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined single limit liability of $1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars, and any other automobile. d. Professional Liability. Professional liability insurance appropriate to Race's profession. This coverage may be written on a "claims made" basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. e. Subcontractors. Race shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 9.2 General Insurance Requirements. All of the above policies of insurance shall be primary insurance and shall name the Customer, its elected and appointed officers, employees and agents, as additional insureds and any insurance maintained by Customer or its officers, employees or agents may apply in excess of, and not contribute with Race's insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the Customer, its officers, employees and agents and their respective insurers. The insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self-insured retention. All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days priorwritten notice by certified mail return receipt requested to the Customer. In the event any of said policies of insurance are cancelled, Race shall, prior to the cancellation date, submit new evidence of insurance to the Contract Officer. No work or services under this Agreement shall commence until Race has provided the Customer with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the Customer. Customer reserves the right to inspect complete, certified copies of and endorsement to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to Customer. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Customers Risk Manager or other designee of the Customer due to unique circumstances. 10. CONFIDENTIALITY; PUBLICITY 10.1. Confidentiality. a. For purposes of this Agreement, "Confidential Information" means information that one Party (or an affiliate) discloses to the other Party under this Agreement, and that is marked or identified as confidential. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient without the use of the other Party's Confidential Information, that was lawfully given to the recipient by a third party, or that was required to be disclosed under applicable law or this Agreement. Subject to the above, any designated non-public, pre-release intellectual property and/or trade secrets relating to any Race Product is Race Confidential Information. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will take all reasonable steps to ensure that those people and entities use the Confidential Information only to exercise rights and fulfill obligations under this Agreement, and that they keep it confidential. b. Public Records Act: Notwithstanding Section 10.1(a) above, Race understands that, unless exempt under applicable law, this Agreement and any documents that it submits under this Agreement may be subject to public inspection or copying under the California Public Records Act, California Government Code Section 6250 et seq. ("PRA"). For avoidance of doubt, notwithstanding any directions received from Race, Customer may disclose that information to which Customer has a reasonable good faith belief that no applicable PRA exemption applies. If any request for disclosure of information identified as Race Confidential Information is made pursuant to the PRA or comparable applicable laws requiring disclosure of information by public entities, Customer shall (i) notify Race within ten (10) days of receiving such request, and (ii) provide Race with reasonable information so that Race can determine whether or not to seek any applicable exemptions, extensions, responses, protective orders or petitions and the like to protect Race's trade secrets, confidential information, or the confidentiality of all or part of this Agreement and documents submitted under this Agreement. If Race fails to take any of the steps listed in (ii) above within the time provided in the notice to Race, Customer may disclose the requested records pursuant to the PRA. In the event of litigation concerning the disclosure of any records, Customer's sole involvement will be as a stakeholder, retaining the disputed records until otherwise ordered by a court. Race, at its sole expense and risk, shall be fully responsible for any and all fees and costs for prosecuting or defending any action concerning the records, including any fees and costs incurred by Customer where Customer defends public records litigation on Race's behalf. 10.2. Publicity. Neither Party may issue any advertising or other publicity material using the other Partys name or marks or describing in any way the terms of this Agreement without first receiving the other Party's written consent as to form and content, which consent may not be unreasonably withheld, conditioned, or delayed. 11. ASSIGNMENT Neither Party will assign or transfer this Agreement without the other Party's prior written consent. Any assignment or transfer without the required consent is void and is considered a material breach of this Agreement. Upon any permitted assignment, the assigning Party will remain jointly and severally responsible for the performance under this Agreement, unless released in writing by the other Party, and this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 12. FORCE MAIEURE Neither party will be considered in breach of this Agreement nor liable under this Agreement for any delays, failures to perform, damages or losses, or any consequence thereof, caused by or attributable to an event of "Force Majeure," which means any event or circumstance, or combination of events or circumstances, arising after the Effective Date and beyond the reasonable control of, and not the result of the negligent or intentional actions or omissions of, or caused by, the Party that seeks to excuse, in whole or in part, that Party's performance of this Agreement and its obligations hereunder, and that is unavoidable or could not be prevented or overcome by the reasonable efforts and due diligence. Events that may give rise to Force Majeure may include acts of God, natural disasters, extreme weather and storms, lightning, floods, fires, epidemics, earthquakes or other natural occurrences; civil disturbances; strikes or other labor unrest (unless they only concern the Party claiming Force Majeure); catastrophic power failures; terrorist activity, riots, war, nuclear or other civil or military emergencies; acts of legislative, judicial, executive or administrative authorities Force Majeure shall not, however, include actions of a government authority with respect to a Party's compliance with applicable laws, Franchises, authorizations or permits; any failure by a Party to obtain or maintain any franchise, authorization or permit it is required to obtain or maintain; and any act, omission, delay, default or failure (financial or otherwise) of a Sub -Contractor to a Party. 13. NOTICES All notices, including but not limited to, demands, requests and other communications required or permitted hereunder (not including invoices) must be in writing and will be deemed given: (i) when delivered in person, (ii) one (1) business day after deposit with an overnight delivery service for next day delivery, or (iii) three (3) business days after deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, and addressed to the recipient Party at the address set forth on first page hereof. In addition, Race must send Customer notices, including notices for default or termination, to Customer's email address as contained on Race's customer contact list. Such email notification is deemed delivered on the day sent unless returned to sender. 14, MISCELLANEOUS 14.1. Governing Law. This Agreement will be interpreted and construed in accordance with the internal laws of the State of California without giving effect to its principles of conflicts of laws. This Agreement and the duties and obligations of the Parties hereunder shall be enforceable against any of the Parties in the courts of California. Any action arising out of or related to this Agreement shall be brought in County of Los Angeles, California. 14.2. Survival. The Parties' respective representations, warranties, and covenants, together with obligations of indemnification, confidentiality and limitations on liability will survive the expiration, termination or rescission of this Agreement and continue in full force and effect. 14.3. No Third -Parry Beneficiaries. The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns. 14,4. Relationship of the Parties. The relationship between the Parties hereunder is not that of partners or agents for one another and nothing contained in this Agreement may be deemed to constitute a partnership, joint venture or agency agreement between them. 14.5. Remedies Not Exclusive. Except as otherwise expressly provided, the rights and remedies set forth in this Agreement are in addition to, and cumulative of, all other rights and remedies at law or in equity. 14.6. Headings; Severability. The headings in this Agreement are strictly for convenience and do not amplify or limit any of the terms, provisions or conditions hereof. In the event any term of this Agreement is held invalid, illegal or unenforceable, in whole or in part, neither the validity of the remaining part of such term nor the validity of the remaining terms of this Agreement will be in any way affected. 14.7. No Implied Waiver. No failure to exercise and no delay in exercising, on the part of either Party, any right, power or privilege hereunder will operate as a waiver, except as expressly provided herein. 14.8. Execution and Counterparts. This Agreement may be executed in counterparts, including by facsimile or electronic transmission, each of which when executed and delivered is an original, but all the counterparts together constitute the same document. 14.9. Order of Precedence. if any conflict or contradiction exists between these General Terms and Conditions and a Supplement, the terms of a Supplement will control. if any conflict or contradiction exists between a Supplement and the terms of an Order Form, the terms of the Order Form will control. If any conflict or contradiction exists between these General Terms and Conditions and the terms of an Order Form, the terms of the Order Form will control. 15. ENTIRE AGREEMENT; AMENDMENT This Agreement, including all Supplements, Order Forms, Exhibits and addenda attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements, whether oral or written. This Agreement may be amended only by a written instrument executed by the Parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement an the date and year first -above written_ Cp,RSON © CITY 04CUSTOMER: N, a haron L. Landers, City I Date. X4r 2020 ATTEST: I 1 ...�--'' Donesia Gause-Aldana, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP Sunny K. Soltani, City Attorney frill RACE: RACE TELECOMMUNICATIONS, INC -R �) CA-,,_ By: Name- Raul Alcaraz Title: CEO ,/ -L--. Name: lames Miller Title: VP Sales Address. 601 Gateway Blvd South San Francisco. CA 94080 Date: July 21_ 2020 Two corporate officer signatures required when Consultant is a corporation, with one signature rewired from each of the following groups: 1) Chairman of the Board, President or any Vice President, and 2) Secretary, any Assistant Secretary, Chief Financial Officer or Any Assistant Treasurer. CONSULTANTS SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On _Judy 21 , 2020 before me, _James Miller , personally appeared _Raul Alcaraz , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF .ATTACHED DOCUMENT ❑ INDIVIDUAL ® CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR DATE OF DOCUMENT ❑ OTHER SIGNER(S) OTHER THAN NAMED ABOVE SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness; accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On July 21_, 2020 before me, _Raul Alcaraz , personalty appeared _James Miller , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my -ha d and ` ial sedj. Signature: ( _ OPTIONAL Though the data below is not required by law. it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ® CORPORATE OFFICER SIGNER IS REPRESENTING - (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING - (NAME OF PERSON(S) OR ENTITY(IES)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE Dace Estimate for City of Carson COMMUNICATIONS Prepared on 07/14/2020 Quote #9003 V3 Service Address: 701 E Carson Street, Carson, CA 90745 DEDICATED INTERNET SERVICES Term Oty. setup Monthly Dedicated Internet DIA GIG(1000Mbps/1000Mbps) 24m 1 1 1 1 1,000.00 0.00 1,000.00 Dedicated Internet DIA2 GIG(200oMbps/2000Mbps) 36m 2,000.00 0.00 0.00 Dedicated Internet DIA 10 GIG (10000Mbpa/10000Mbps) Win 2,750.00 0.00 0.00 See locations for services below '60m Term options ' Base monthly package fees DO NOT include federal or state taxes and fees. IP Options 8 Static IPs (29 248 Subnet) 1 1 1 25.00 0.00 1 25.00 0.00 0.00 ' Base monthly package fees DO NOT include federal or state taxes and fees. SUBTOTALI $0.00 1 $1,025.00 Notes Customer will receive a i time crack of $100 on first months bill 0.00 0.00 0.00 0.00 0.00 SUBTOTALS TOTALS GENERAL TERMS E CONDITIONS This estimate is for equipment and/or the installation of service(s) and/or service equipment All pricing is estimated and is subject to network capacity verification and engineering. Service is delivered to Race demarcation point (MPOE unless otherwise stated). Extension of service from Race demarcation paint to a customer suite is not included unless specified under Extended Installation Services. Standard installation timeframe, from time of order, is approximately 30 days unless otherwise noted. Federal andfor state taxes and fees are not included. Any addtlonal service outside of the scope of this estimate will require an amendment to the estimate or must be ordered separately. Any hardware being sold does not include sales tax or shipping and handing fees. Sales tax and shipping fees will be added once estimate is converted to an invoice or billing statement For customers entering into a term agreement an early termination fee will apply and will be equal to the amount afthe original setup fee for said package. UMITED WARRANTY This Umited Warranty is limited to one year installation and labor warranty of all components installed by Race. Parts are limited to defects in materials and workmanship of the product as supplied by the manufacturer. If parts are supplied by Race and defective, they will be exchangeable within 30 days from date of purchase. Atter 30 days, parts are to be repaired under the manufacturer warranty terms. Should an issue arise within a manufactures warranty period, Race will assist in getting the product warranted by the manufacturer. This warranty does not cover parts and labor that fail as a result of improper use, misuse, abuse or the failure of another part. AUTHORIZATION I hereby accept the terms and conditions of this order. By signing, you are authorizing Race to do the work as specified in this agreement and agree to all terms in Race's Master Products and Service Agreement CUSTOMER RACE COMMUNICATIONS AUTHORIZED SIGNATURE: AUTHORIZED SIGNATURE: PRINT NAME PRINT NAME: TITLE: TITLE: EFFECTIVE DATE: EFFECTIVE DATE: Policy Number: Date Entered: A� " CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOfYYYY) F7/24/2020 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. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Benedetti Insurance Agency 199 California Dr. #202 Millbrae, CA 94030 CONTACT NAME: chael Watters CNoE :(650)697-7224 ac No: (650)697-9506 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC p , 94030 INSURER AThe Hartford Insurance Company 22357 INSURED Race Telecommunications Inc. INSURERS: INSURER C: �/ X INSURER D. 1325 Howard Ave Ste 604 INSURERE: Burlingame, CA 94010 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL SUER POLICY NUMBER CY EFF MIDDIYYYY POLICY EXP MMIDD/YYYY LIMITS A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE E 1,000,000 CLAIMS -MADE ® OCCUR �/ X �/ X 57SBAB /26/2020 /26/2021 PETORENTED 1+ + 000 000 REMISES Ea occurrence) $K3443 PREMISES MED EXP (Any one person) S10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRODUCTS -COMP/OP AGG $2,000,000 POLICY X JE O LOC $ OTHER: A AUTOMOBILE LIABILITY AUTO X X 57UECFN1611 /26/2020 /26/2021 COMBINED SINGLE LIMIT Ea $1,000,000 accident BODILY INJURY (Per person) $ IANY OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) b PROPERTY DAMAGE $ Per accident L A UMBRELLA LIAR OCCUR x EACH OCCURRENCE $8,000,000 AGGREGATE $8,000,000 EXCESS LIAB CLAIMS -MADE 57SBABK3443 /26/2020 /26/2021 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNERIEXECUTIVEE.L OFFICER/MEMBER EXCLUDED? a (Mandatory in NH) N/A X 57wECA83DTL /26/2020 /26/2021 PER OTH- STATUTE ER__ _ EACH ACCIDENT $1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT S 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below A Professional Liab. 57SBA13Z3172 /26/2020 /26/2021 Limit $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached H more space is required) Certificate of GL, Auto, and Workers Comp for Race Technologies Inc. 30 day notice of cancellation to cert. holder. Insurance is primary and non-contributory City of Carson, its elected and appointed officers, employees, volunteers and agents are named as addition on GL and Auto policies. GL policy is Primary and Non-contributory. Waiver of Subrogation endorsement in favor of City of Carson. L:tK I It-IL.A It HULUCK t+Fl1Vl CLLR I IVIY City of Carson ) 701 E Carson Street yp o%P�7 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Carson CA 90745 j THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE V 9988-ZU95 ACUKU UUKrUKA I IUN. All rlgntS reservea. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER:. 57SBABK3443 CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s),- Location And Description Of Completed Operations _ Any person or organization for whom you are All Jobs/Locations performing "commercial construction" during the period of this policy and have agreed in a written contract to add as an additional insured for products -completed operations_ "Commercial construction" does not include_ any habitational or residential construction other than hotels or apartments. � lnrorr:�ation required to complete this 5chedu[e, 'rf not shown above, will be shown in the Declarations. Section 11 - `llrho Is An Insured is amended to include as an additional insured the person(s) or organization (s) shown in the Schedule, but only with respect to ;lability for "bodily injury" or "property damage" caused, in whole or in part, by "your work' at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page i of t POLICY NUMBER 57SBABK3443 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization (s): Location(s) Of Covered Operations Any person or organization for whom you are All Jobs/Locations performing operations during the policy period when you and such person or organization have agreed in writing in a contract or agreement that such person or 'organization: be added as an additional insured at) your !policy. mfocmation required in complete this 5chadule, if not shown above, will be shown in the Declarations. A. Se ,ion It -• Who 1s An Insured is amended to include as an additional insured the person(s) or organization's) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' caused, in whole or in part, by: 1- Your acts or omissions: or 2. Th_ acts or omissions of those acting on your behalf:- in ehalf;in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B_ With respect to the insurance afforded tc ihe_-e additional insureds, the following addiliona! =_zclu- sions apply: This insurance does not apply to "bodily inj•iry" or "property damage" occurring after. I- All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been Gut to its in- tended use by any person or organization oiher than another contractor or subcontractor en- gaged in performing operations for a .principal as a part of the same project_ CG 20 10 07 04 © ISO Properties, lnc., 2004 Page 1 of 1 POLICY NUMBER: 57SBABK3443 COMMERCIAL GENERAL LIABILITY CG 20 01 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY -- OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be primary contrary: and would not seek contribution from any other Primary And Noncontributory Insurance insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 57SBABK3443 COMMERCIAL GENERAL LIABILITY CG 2404 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization when you and such person or organization have agreed in writing in a contract or agreement that you will waive any right of recovery against such person or organization. I Information required to complete this Schedule, if not shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV - Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed opera'.ions hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC AB3DTL Endorsement Number: Effective Date: 02/26/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: RACE TECHNOLOGIES, INC. & RACE TELECOMMUNICATIONS, INC 1325 HOWARD AVE STE 604 BURLINGAME CA 94010 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 01/14/20 Authorized Representative Policy Expiration Date: 02/26/21