HomeMy WebLinkAboutCHARGERHELP, INC. Service Agreement - 5-1-2025Ll VI:UJIIJ.II CI IVCIupt1 IL/. V IOJJo/1r-MOCO-Vo! r-MF\1,:1-0.74f1/1J V'4J IJr-
SERVICE AGREEMENT CITY OF FRESNO, CALIFORNIA
THIS AGREEMENT (Agreement) is made and entered into, effective on MAY 1, 2025, by
and between the CITY OF FRESNO, a California municipal corporation (City), and
CHARGERHELP INC., A Delaware Corporation (Service Provider).
RECITALS
WHEREAS, City desires to obtain Electrical Vehicle Chargers (EV Chargers) Warranty
and Maintenance services for Fresno Yosemite International Airport Employee Parking
Lot, Administration Building and Fresno Chandler Executive Airport EV Chargers
(Project); and
WHEREAS, Service Provider is engaged in the business of furnishing such services as a
EV Charger Warranty and Service provider and hereby represents that it desires to and
is professionally and legally capable of performing the services called for by this
Agreement; and
WHEREAS, Service Provider acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107; and
WHEREAS, this Agreement will be administered for City by its Director of Aviation
(Administrator) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions,
and premises hereinafter contained to be kept and performed by the respective parties,
it is mutually agreed as follows:
1. Scope of Services. Service Provider shall perform the services described in
Exhibit A in conformance with the specifications therein.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above (Effective Date) and shall continue in full force
and effect through 03/31/2026, subject to any earlier termination in accordance
with this Agreement. The services of Service Provider as described in Exhibit A
are to commence upon the Effective Date and shall be completed in a sequence
assuring expeditious completion, but in any event, all such services shall be
completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in Exhibit A.
3. Compensation.
(a) Service Provider's sole compensation for performance of all services
required or rendered pursuant to this Agreement shall be a total fee of
$15,284.00, paid on the basis of the rates set forth in the schedule of fees
and expenses contained in Exhibit A. Such fee includes all expenses
incurred by Service Provider in performance of the services.
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(b) Detailed statements shall be rendered monthly for services performed in the
preceding month and will be payable in the normal course of City business
(but in any event, within at least thirty (30) days after invoice).
City shall not be obligated to reimburse any expense for which it has not
received a detailed invoice with applicable copies of representative and
identifiable receipts or records substantiating such expense.
(c) The parties may mutually agree in writing to modify this Agreement to
increase or decrease the scope of services or provide for the rendition of
services not required by this Agreement, which modification shall include an
adjustment to Service Provider's compensation. Any change in the scope
of services must be made by written amendment to the Agreement signed
by an authorized representative for each party. Service Provider shall not
be entitled to any additional compensation if services are performed prior to
a signed written amendment.
4. Termination Remedies and Force Ma'eure.
(a) This Agreement shall terminate without any liability of City to Service
Provider upon the earlier of : (i) Service Provider's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against Service Provider; (ii) seven
calendar days' prior written notice with or without cause by City to Service
Provider; (iii) City's non -appropriation of funds sufficient to meet its
obligations hereunder during any City fiscal year of this Agreement, or
insufficient funding for the Project; or (iv) expiration of this Agreement. The
foregoing shall not limit City's payment obligations incurred prior to any such
termination.
(b) Immediately upon any termination or expiration of this Agreement, Service
Provider shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to City
any and all unearned payments and all properties and materials in the
possession of Service Provider that are owned by City. Subject to the terms
of this Agreement, Service Provider shall be paid compensation for services
performed prior to the effective date of termination. Service Provider shall
not be paid for any work or services performed or costs incurred which
reasonably could have been avoided.
(c) In no event shall any payment by City pursuant to this Agreement constitute
a waiver by City of any breach of this Agreement which may then exist on
the part of Service Provider, nor shall such payment impair or prejudice any
remedy available to City with respect to the breach.
(d) Upon any breach of this Agreement by Service Provider, City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
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terms of the Agreement; and/or (iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
(e) Service Provider shall provide City with adequate written assurances of
future performance, upon Administrator's request, in the event Service
Provider fails to comply with any terms or conditions of this Agreement.
(f) Service Provider shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of Service Provider and
without its fault or negligence such as, acts of God or the public enemy, acts
of City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. Service Provider shall notify Administrator in writing as soon as it
is reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents.
(a) Any reports, information, or other data prepared or assembled by Service
Provider pursuant to this Agreement shall not be made available to any
individual or organization by Service Provider without the prior written
approval of the Administrator. During the term of this Agreement, and
thereafter, Service Provider shall not, without the prior written consent of
City, disclose to anyone any Confidential Information. The term Confidential
Information for the purposes of this Agreement shall include all proprietary
and confidential information of City, including but not limited to business
plans, marketing plans, financial information, materials, compilations,
documents, instruments, models, source or object codes and other
information disclosed or submitted, orally, in writing, or by any other medium
or media. All Confidential Information shall be and remain confidential and
proprietary in City.
(b) Any and all writings and documents prepared or provided by Service
Provider pursuant to this Agreement are the property of City at the time of
preparation and shall be turned over to City upon expiration or termination
of the Agreement. Service Provider shall not permit the reproduction or use
thereof by any other person except as otherwise expressly provided herein.
(c) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
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(e) During the term of this Agreement, City may access and use Service
Provider's EMPWR platform, including updates and improvements
developed by Service Provider (the "Platform"), solely per Service
Provider's documentation and instructions. City shall not, and shall not allow
any third party to: (i) reverse engineer, decompile, disassemble, or attempt
to discover Platform source code or underlying structures; (ii) modify or
create derivative works from the Platform; (iii) copy, rent, lease, distribute,
pledge, assign, or transfer rights to the Platform; (iv) use the Platform to
benefit third parties; (v) remove or alter proprietary notices or labels; (vi) use
the Platform to develop competitive products or services; (vii) interfere with
Platform operations; (viii) bypass access restrictions or security measures;
or (ix) "crawl," "scrape," or "spider" Platform content or data. Service
Provider retains all rights, title, and interest (including intellectual property
rights) in the Platform and data processed by or through the Platform
(including data monitored by Service Provider from equipment and related
systems and relating to the performance of charging stations) ("Platform
Data"). The Platform Data shall not be deemed Confidential Information
under this Agreement, but City may freely use Platform Data delivered to
City.
6. Level of Skill. It is further mutually understood and agreed by and between the
parties hereto that inasmuch as Service Provider represents to City that Service
Provider and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said industry necessary to perform
the services agreed to be done by it under this Agreement, City relies upon the
skill of Service Provider and its subcontractors, if any, to do and perform such
services in a skillful manner and Service Provider agrees to thus perform the
services and require the same of any subcontractors. Therefore, any acceptance
of such services by City shall not operate as a release of Service Provider or any
subcontractors from said industry and professional standards.
7. Indemnification. To the furthest extent allowed by law, Service Provider shall
indemnify, hold harmless and defend City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage) incurred
by City, Service Provider or any other person, and from any and all claims,
demands and actions in law or equity (including reasonable attorney's fees,
litigation expenses and cost to enforce this agreement), arising or alleged to have
arisen directly or indirectly out of the performance of this Agreement. Service
Provider's obligations under the preceding sentence shall apply regardless of
whether City or any of its officers, officials, employees, agents, or volunteers are
negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs
or damages caused solely by the gross negligence, or caused by the willful
misconduct, of City or any of its officers, officials, employees, agents, or volunteers.
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If Service Provider should subcontract all or any portion of the work to be
performed under this Agreement, Service Provider shall require each
subcontractor to indemnify, hold harmless and defend City and each of its officers,
officials, employees, agents, and volunteers in accordance with the terms of the
preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, Service Provider shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
City's Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
liability of not less than those amounts stated therein. However, the
insurance limits available to City, its officers, officials, employees, agents,
and volunteers as additional insureds, shall be the greater of the minimum
limits specified therein or the full limit of any insurance proceeds to the
named insured.
(b) If at any time during the life of the Agreement or any extension, Service
Provider or any of its subcontractors fail to maintain any required insurance
in full force and effect, all services and work under this Agreement shall be
discontinued immediately, and all payments due or that become due to
Service Provider shall be withheld until notice is received by City that the
required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any
failure to maintain the required insurance shall be sufficient cause for City
to terminate this Agreement. No action taken by City pursuant to this
section shall in any way relieve Service Provider of its responsibilities under
this Agreement. The phrase "fail to maintain any required insurance" shall
include, without limitation, notification received by City that an insurer has
commenced proceedings, or has had proceedings commenced against it,
indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by Service Provider shall not be deemed
to release or diminish the liability of Service Provider, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Service
Provider. Approval or purchase of any insurance contracts or policies shall
in no way relieve from liability nor limit the liability of Service Provider, its
principals, officers, agents, employees, or persons under the supervision of
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Service Provider, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
9. Conflict of Interest and Non -Solicitation.
(a) Prior to City's execution of this Agreement, Service Provider shall complete
a City of Fresno conflict of interest disclosure statement in the form as set
forth in Exhibit C. During the term of this Agreement, Service Provider shall
have the obligation and duty to immediately notify City in writing of any
change to the information provided by Service Provider in such statement.
(b) Service Provider shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state, and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.) and the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.). At any time, upon written request of City, Service Provider shall
provide a written opinion of its legal counsel and that of any subcontractor
that, after a due diligent inquiry, Service Provider and the respective
subcontractor(s) are in full compliance with all laws and regulations.
Service Provider shall take, and require its subcontractors to take,
reasonable steps to avoid any appearance of a conflict of interest. Upon
discovery of any facts giving rise to the appearance of a conflict of interest,
Service Provider shall immediately notify City of these facts in writing.
(c) In performing the work or services to be provided hereunder, Service
Provider shall not employ or retain the services of any person while such
person either is employed by City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d) Service Provider represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit,
or procure this Agreement or any rights/benefits hereunder.
(e) Service Provider and any of its subcontractors shall have no interest, direct
or indirect, in any other contract with a third party in connection with this
Project unless such interest is in accordance with all applicable law and fully
disclosed to and approved by the City Manager, in advance and in writing.
Notwithstanding any approval given by the City Manager under this
provision, Service Provider shall remain responsible for complying with
Section 9(a), above.
(f) If Service Provider should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, Service
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Provider shall include the provisions of this Section 9 in each subcontract
and require its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event Service Provider maintains an office or operates
a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, Service Provider at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by City's Solid Waste Management Division, for each
office and facility. Literature describing City recycling programs is available
from City's Solid Waste Management Division and by calling City of Fresno
Recycling Hotline at (559) 621-1111.
(b) Immediately contact City's Solid Waste Management Division at (559)
6211452 and schedule a free waste audit, and cooperate with such Division
in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (a) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of City
within the body of this Agreement, and not otherwise specifically provided
for, shall be effective only if signed by the Administrator or designee.
(b) Records of Service Provider's expenses pertaining to the Project shall be
kept on a generally recognized accounting basis and shall be available to
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of Service Provider pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to City until such action is resolved, or until the end of said time
period whichever shall later occur. If Service Provider should subcontract
all or any portion of the services to be performed under this Agreement,
Service Provider shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration
or termination of this Agreement.
(c) Prior to execution of this Agreement by City, Service Provider shall have
provided evidence to City that Service Provider is licensed to perform the
services called for by this Agreement (or that no license is required). If
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Service Provider should subcontract all or any portion of the work or
services to be performed under this Agreement, Service Provider shall
require each subcontractor to provide evidence to City that subcontractor is
licensed to perform the services called for by this Agreement (or that no
license is required) before beginning work.
(D) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING
LOSS OF PROFITS, REVENUE, OR USE, ARISING FROM THIS
AGREEMENT OR THE EQUIPMENT OR SERVICES PROVIDED
HEREUNDER.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, Service Provider shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, Service Provider agrees as follows:
(a) Service Provider will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) Service Provider will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. Service Provider shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to Service Provider's
employment practices including, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. Service
Provider agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provision of this
nondiscrimination clause.
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(c) Service Provider will, in all solicitations or advertisements for employees
placed by or on behalf of Service Provider in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) Service Provider will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of Service Provider's commitment under this section and
shall post copies of the notice in conspicuous places available to employees
and applicants for employment.
(e) If Service Provider should subcontract all or any portion of the services to
be performed under this Agreement, Service Provider shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, Service Provider is
acting solely as an independent contractor. Neither Service Provider, nor
any of its officers, agents, or employees shall be deemed an officer, agent,
employee, joint venturer, partner, or associate of City for any purpose. City
shall have no right to control or supervise or direct the manner or method
by which Service Provider shall perform its work and functions. However,
City shall retain the right to administer this Agreement so as to verify that
Service Provider is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
Service Provider and City. Service Provider shall have no authority to bind
City absent City's express written consent. Except to the extent otherwise
provided in this Agreement, Service Provider shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, Service Provider and
its officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. Service
Provider shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, Service
Provider shall be solely responsible, indemnify, defend and save City
harmless from all matters relating to employment and tax withholding for
and payment of Service Provider's employees, including, without limitation,
(i) compliance with Social Security and unemployment insurance
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withholding, payment of workers compensation benefits, and all other laws
and regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of City whether
arising by reason of any common law, de facto, leased, or co- employee
rights or other theory. It is acknowledged that during the term of this
Agreement, Service Provider may be providing services to others unrelated
to City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or at
such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16. Assignment.
(a) This Agreement is personal to Service Provider and there shall be no
assignment by Service Provider of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by Service Provider, its successors
or assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) Service Provider hereby agrees not to assign the payment of any monies
due Service Provider from City under the terms of this Agreement to any
other individual(s), corporation(s) or entity(ies). City retains the right to pay
any and all monies due Service Provider directly to Service Provider.
17. Compliance With Law. In providing the services required under this Agreement,
Service Provider shall at all times comply with all applicable laws of the United
States, the State of California and City, and with all applicable regulations
promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during
the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
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Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. Governinq Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attornev's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties, provided for within the body of
this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties, and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
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28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both City and Service Provider.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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ALL-B GSPAgtTotal Fee (03-2024)
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IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a Cali 74,ppicipal corporation
5/2/2025
Georgeanne A. White,
City Manager
DocuSkgned by:
By:�V-�1/2025
'BlIHenry ompson, 460488 Director
Airport Department
APPROVED AS TO FORM:
ANDREW JANZ
City Attqrn9X.
�y"%A1 VU, Ckw 1tyikALy 5 /1/ 2 02 5
BY
Christine C. Charitar Date
Deputy City Attorney
ATTEST:
TODD STERMER, MMC
City FW&Ignad by:
L�L
IA.A, [�6W 5/5/2025
By•r�1,gR"Ai7nRFSFz
Date
Deputy
Addresses:
CITY: City of Fresno
Attention: Airports Department,
Properties Division
4995 E. Clinton Way
Fresno, CA 93727
Phone: (559) 621-4500
E-mail: FYIProperties@fresno.gov
Attachments:
1. Exhibit A -Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Form
CHARGERHELP INC,
A Delaware Corporation
Doc. uSigned by:
�, '-t.Vvr 5/1/2025
By; 9fliaEy8g13s75sre.. � 1
Name: KAMEALE TERRY
Title: CEO AND CFO
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
Name:
Title:
(If corporation or LLC., CFO,
Treasurer, Secretary or Assistant
Secretary)
Service Provider:
ChargerHelp Inc.
Attention: Kameale Terry, CEO
525 S. Hewitt St.
Los Angeles, CA 90018
E-mail: kameale@chargerhelp.com
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ALL-13 GSP Agt Total Fee (03-2024)
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EXHIBIT A
SCOPE OF SERVICES
Service Agreement between City of Fresno
and CHARGERHELP INC.
Electrical Vehicle Chargers (EV Chargers) Warranty and Maintenance services for
Fresno Yosemite International Airport Employee Parking Lot, Administration Building
and Fresno Chandler Executive Airport EV Chargers.
493725v1
LJUI:Ubl II CI IVCIUpI ILI. U I UM
ChargerHelp!
Los Angeles, CA
sales@chargerhelp.com
y.. y.&3rgerhrheto.c.0
Prepared For
Account Name City of Fresno, Airports Department
Quote
[SdaySLA] - L2 RaaS - 1YR
ChargeLab Network
Subscription L2 AC Chargers,
1 year
ChargerAssess, Per -Site
Totals
Quote Number
00001729
Location Address
Created Date
1/16/2025
Prepared By
Joshua Reese
Email
josh@chargerhelp.com
Reliability as a Service Per -Station Labor subscription for Level 2 charging
stations.
Certified EVSE Technician + EMPWR Platform
- Input Dispatch Requests 24x7x365
- Real-time work order status
- Data & Reporting
- Parts & Logistics coordination
- Validate fix & resolution with EVSP
- W.O. Summary Report delivered in real-time upon completion
Included:
- Unlimited labor for corrective maintenance
- Travel time
- Mileage
Excluded:
- Site maintenance (e.g., re -striping, snow removal)
- Vandalism
- DC Fast Chargers
ChargeLab - adds your AC station to 10,000+ network of sites across US &
Canada. Driver 24/7 support. Rate is per connector, 1 year subscription.
Charging Station Hardware and Software survey per site (up to 10 chargers)
focused on capturing:
Functional performance
- Driver experience
- Maintenance readiness
- Communications quality (cellular)
Assessment report provided.
Recommended resolution plan unlocked with RaaS.
Subtotal
Grand Total
$15,284.00
$15,284.00
14.00
28.00
1.00
$456.00 1
1 $300.00
1 $500.00
$6,384.00
$8,400.00
$500.00
rh��„o�uoin cap„��o� n,-,nor �n�n
UUuu A I l�f. I I CI I VCIUptC IU. U 1000UMr-MUCO-40 / I JG
ChargerHe[p!
Los Angeles, CA
sales@chargerhelp.com
www.ohggerhelp.co
Terms and Conditions
CHARGERHELP SERVICES ORDER
Service orders with hourly rates and travel quotes are estimated pricing. Invoice amounts may vary based on actual
costs. By signing this service order, you will create a binding contract between Chargerhelp, Inc. ("Chargerhelp"),
and the Customer listed above in this service order ("Customer") as of signature date (the "effective date"), where
Customer agrees to be bound by all terms and conditions of the agreement on file between both parties without
modification. You represent and warrant that you have full legal authority to enter into this agreement, under all
applicable laws and on behalf of Customer. If these terms are considered an offer, acceptance is expressly limited to
these terms. The agreement contains, among other things, warranty disclaimers, liability limitations and use
limitations. there shall be no force or effect to any different terms of any related purchase order or similar order form
from Customer even if signed by the parties after the date hereof. Each party's acceptance of this agreement was
and is expressly conditional upon the other's acceptance of the terms contained in this agreement to the exclusion of
all other terms.
DnCusigned hy:
CUsto111*
` ��`�
By; eo-806waar�aee...
Name:
enry Thompson
Titic: Director of Aviation
Date:_272T/7
UVI:UJlylI CI IV CIVl1C IU. V IVJ:/V/1f-MVCO-�40/r-/1Ml�:J-0.7�F/YMJV'iJ I:JC
EXHIBIT B
INSURANCE REQUIREMENTS
Service Agreement between City of Fresno (City) and
CHARGERHELP INC. (Service Provider)
Electrical Vehicle Chargers (EV Chargers) Warranty and Maintenance services for
Fresno Yosemite International Airport Employee Parking Lot, Administration Building
and Fresno Chandler Executive Airport EV Chargers
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence
form and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including the use of owned
and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under "Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and
nonowned automobiles or other licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance.
MINIMUM LIMITS OF INSURANCE
Service Provider, or any party the Service Provider subcontracts with, shall maintain limits
of liability of not less than those set forth below. However, insurance limits available to
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
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IJUI:UJIIJ. II CI IV CIUPC: IU. U IUJJUMr-MUCH-'i0! r-MM%. J-OU-FMMJU--FJ IJC
3. WORKERS' COMPENSATION INSURANCE as required by the State of California
with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury; (ii) $1,000,000
disease each employee; and, (iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Service Provider purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
Service Provider shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and Service Provider shall also be responsible for
payment of any self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
1. The Commercial General Liability policy shall be written on a per occurrence form.
2 City, its officers, officials, employees, agents, and volunteers are to be covered as
additional insureds on the General Liability and Auto Liability policies. Service
Provider shall establish additional insured status for the City and for all ongoing
and completed operations by use of endorsements providing additional insured
status as broad as that contained in ISO Form CG 20 10 11 85 or CG 20 10 04 13.
3. The coverage shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional Insured.
4. Service Provider's insurance coverage shall be primary insurance with respect to
the City, its officers, officials, employees, agents and volunteers. Any insurance or
self-insurance maintained by the City, its officers, officials, employees, agents, and
volunteers shall be excess of Service Provider's insurance and shall not contribute
with it. Service Provider shall establish primary and non-contributory status by
using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and noncontributory status as broad as that
contained in ISO Form CG 20 01 04 13.
5. All policies of insurance shall be endorsement to provide a Waiver of Subrogation
in favor of the City of Fresno, its officers, officials, employees, agents and
volunteers.
6. All policies of insurance required herein shall be endorsed to provide that the
coverage shall not be cancelled, non -renewed, reduced in coverage or in limits
except after thirty (30) calendar days written notice by certified mail, return receipt
493725vl
UUUUJIIy.II CI IVCIVpC ILI. U IUJ:JUMr-MUGD-,+0/I JC
requested, has been given to City. Service Provider is also responsible for
providing written notice to the City under the same terms and conditions. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal,
or reduction in coverage or in limits, Service Provider shall furnish City with a new
certificate and applicable endorsements for such policy(ies). In the event any
policy is due to expire during the work to be performed for City, Service Provider
shall provide a new certificate, and applicable endorsements, evidencing renewal
of such policy not less than fifteen (15) calendar days prior to the expiration date
of the expiring policy.
7. Should any of these policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated
limits.
8. The fact that insurance is obtained by Service Provider shall not be deemed to
release or diminish the liability of Service Provider, including, without limitation,
liability under the indemnity provisions of this Agreement. The policy limits do not
act as a limitation upon the amount of indemnification to be provided by Service
Provider. Approval or purchase of any insurance contracts or policies shall in no
way relieve from liability nor limit the liability of Service Provider, its principals,
officers, agents, employees, persons under the supervision of Service Provider,
vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
Service Provider shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are
to be received and approved by the City's Risk Manager or designee prior to City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of City, Service Provider shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
SUBCONTRACTORS
If Service Provider subcontracts any or all of the services to be performed under this
Agreement, Service Provider shall require, at the discretion of the City Risk Manager or
designee, subcontractor(s) to enter into a separate side agreement with the City to
provide required indemnification and insurance protection. Any required side
agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by City Risk Manager or designee. If no side agreement is
required, Service Provider shall require and verify that subcontractors maintain insurance
meeting all the requirements stated herein and Service Provider shall ensure that City, its
493725v1
UUUUJIIy. I I CI I V UIUPIL). U I UJJUMr-MU CO-•40 ( I Ur -
officers, officials, employees, agents, and volunteers are additional insureds. The
subcontractors' certificates and endorsements shall be on file with Service Provider, and
City, prior to commencement of any work by the subcontractor.
493725v1
Docusign Envelope ID: 610356AF-A6EB-487F-AAC5-894AA304315E
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Electrical Vehicle Chargers (EV Chargers) Warranty and Maintenance services for
Fresno Yosemite International Airport Employee Parking Lot, Administration
Flidirlinri and Frpsnn Chandipr FYprlltivp Airport EV Chargers
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its
❑
agents?
2
Do you represent any firm, organization, or person who is in litigation
❑
with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
❑
of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers, or professionals,
/
related by blood or marriage to any City of Fresno employee who
❑
�/
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
❑
this Project?
* If the answer to any question is yes, please explain in full below.
6ocu5i nBd b
Explanation:
❑ Additional page(s) attached -
ALL-B GSP Agt Total Fee (03-2024)
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L tz- tun
Signature
5/1/2025
Date
Kameale Terry
Name
ChargerHelp, Inc
Company
525 S Hewitt St
Address
Los Angeles,CA, 90018
City, State, Zip
Page 1 of 1
LIUUUWylI CI IVCIUf1C ILJ. U I000UMr-MUCO-'TO/ r-MMI,:J-O.`14MMJUVJ Ior-
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Electrical Vehicle Chargers (EV Chargers) Warranty and Maintenance services for
Fresno Yosemite International Airport Employee Parking Lot, Administration
Piiii Jinn and Gracnn C_hanrllpr FYPcutive Airport EV Chargers
YES* I
NO
1
Are you currently in litigation with the City of Fresno or any of its
❑
❑
agents?
2
Do you represent any firm, organization, or person who is in litigation
❑
❑
with the City of Fresno?
3
Do you currently represent or perform work for any clients who do
❑
❑
business with the City of Fresno?
4
Are you or any of your principals, managers, or professionals,
owners or investors in a business which does business with the City
❑
❑
of Fresno, or in a business which is in litigation with the City of
Fresno?
5
Are you or any of your principals, managers, or professionals,
related by blood or marriage to any City of Fresno employee who
❑
❑
has any significant role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any
interest, direct or indirect, in any other contract in connection with
❑
❑
this Project?
* If the answer to any question is yes, please explain in full below.
�DocuSi ned by:
Explanation:
EV Charing station 0&M
Signature
5/1/2025
Date
Kameale Terry
Name
ChargerHelp, Inc
Company
525 S Hewitt St
Address
Los Angeles,CA, 90018
I Additional page(s) attached.
City, State, Zip
ALL-B GSP Agt Total Fee (03-2024)
Page 1 of 1
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