HomeMy WebLinkAboutC-4036 - M/RSA for Citywide Generator Preventative Maitnenace and as Needed RepairMAINTENANCE AND REPAIR SERVICES AGREEMENT
WITH GLOBAL POWER GROUP, INC.
FOR CITYWIDE GENERATOR PREVENTATIVE MAINTENANCE AND
AS NEEDED REPAIRS
THIS MAINTENANCE AND REPAIR SERVICES AGREEMENT ( "Agreement ") is
made and entered into as of this day of August, 2010, by and between the CITY OF
NEWPORT BEACH, a California Municipal corporation and Charter City ( "City "), and
GLOBAL POWER GROUP, INC., a California corporation, whose principal place of
business is 202 Greenfield Dr., Suite C, El Cajon, CA 92020 ( "Contractor "), and is made
with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City requires preventative maintenance and as- needed generator repair services
for the fifteen (15) generators maintained by the Utilities Department.
C. City desires to engage Contractor to provide preventative maintenance and as-
needed generator repair services for the City's 15 generators located at various
locations within the City ( "Project ").
D. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, and is familiar with
all conditions relevant to the performance of services and has committed to
perform all work required for the prices specified in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall be for a period of three (3) years, and shall commence
on the above written date, and shall terminate on the _ day of August, 2013, unless
terminated earlier as set forth herein.
2. SCOPE OF SERVICES
2.1 Preventative Maintenance Services: Contractor shall provide quarterly
and annual preventative maintenance; load bank testing; fuel polishing; and
switch gear and automatic transfer switch inspection services as further
described in Exhibit A services ( "Services" or "Work ") attached hereto and
incorporated by reference for the City's fifteen (15) generators located at the
Utilities Yard, Big Canyon Reservoir, City Hall, Newport Pier and the Police
Department. City shall have the right to alter the frequency of maintenance
as necessary.
2.2 Additional Services: Contractor shall provide "Emergency on -call' and "as-
needed" repair and maintenance services as further described in the Scope
of Services attached hereto as Exhibit A.
For purposes of this Agreement, all Additional Work performed will be
classified as: 1) "as- needed;' 2) "urgent ;" or 3) "emergency" Work:
2.3.1 As- Needed Work: Upon verbal or written request from the Project
Administrator (as defined in Section 6 below), Contractor shall
provide a letter proposal for Services requested by the City. The
letter proposal shall include the following:
1. A detailed description of the Services to be provided;
2. The position of each person to be assigned to perform the
Services, and the name of the individuals to be assigned, if
available;
3. The estimated number of hours and cost to complete the
Services; and
4. The time needed to finish the specific project.
No Services shall be provided until the Project Administrator, as
defined in Section 6, has provided written acceptance of the letter
proposal. The Project Administrator shall be authorized to provide
written acceptance of letter proposals for Services up to $30,000.
Letter Proposals for Services estimated at equal to or greater than
$30,000 shall be authorized in writing by the City Manager. Once
authorized to proceed, Contractor shall diligently perform the duties
in the approved letter proposal. Work that is outside of the scope of
Work described in the letter proposal shall not be performed without
written authorization.
2.3.2 Urgent On -Call Work: Urgent On -Call Work shall be defined as
Work deemed by the, Utilities Director or his designee, to be of
urgent necessity for the preservation of life, health or property prior to
the availability of the City Manager to provide written authorization.
The same procedures outlined in section 2.3.1 for submittal and
acceptance of letter proposals shall be followed, except Services
may be requested and authorized by the Utilities Director.
2.3.3 Emergency On -Call Work Procedures: "Local emergency' or
"Emergency" shall be defined as the actual or threatened existence
of conditions of disaster or of extreme peril to the safety of persons
and property within the City caused by such conditions as air
pollution, fire, flood, storm, tsunami, drought, sudden and severe
energy shortage, plant or animal infestation or disease, the
Governor's warning of an earthquake or volcanic eruption, riot, or
other conditions, except those resulting from a labor controversy,
which are, or are likely to be, beyond the control of the Services,
personnel, equipment and facilities of the City, and the control of
which requires the combined forces of this City with other political
subdivisions (NBMC § 2.20.020). If the authorization for Services is
necessary in circumstances of an Emergency, the City's Emergency
Procedures shall be followed, as defined by the EOC plan.
3. WORKMANSHIP, SUPERVISION, AND EQUIPMENT
A. The Contractor shall provide a work force sufficient to perform the Services
and all members of the work force shall be legally authorized to work in
California.
B. All Services shall be performed by competent and experienced employees.
Contractor shall be responsible for actions of its employees while
performing Services. Contractor shall be responsible for compliance with all
local, state, and federal laws and regulations. Contractor shall employ or
retain, at its sole cost and expense, all professional and technical personnel
necessary to properly perform Services.
C. The Contractor shall establish, implement and maintain written operating
procedures designed to ensure the work forces' utilization of techniques
generally accepted for cities of the size and nature of the City of Newport
Beach. A current copy of the operating procedures shall be provided to the
City's Utilities Department Ed Burt, Utilities Operations Manager.
D. The Contractor's work force shall include a thoroughly skilled, experienced,
and competent supervisor ( "Contractor's Supervisor ") who shall be
responsible for adherence to the specifications by directly overseeing the
operations. All supervisory personnel must be able to communicate
effectively in English (both orally and in writing). Any order given to
supervisory personnel by City shall be deemed delivered to the Contractor.
The supervisor assigned must be identified by name to ensure coordination
and continuity.
E. If the City's Administrator (as defined in Section 7) determines that any
person employed by the Contractor has failed or refused to carry out the
terms of this Agreement, appears to be incompetent, acts in a disorderly,
improper, or unsafe manner, or shows signs of intoxication or other
impairment, instead of initiating termination for breach, the City
Administrator may notify Contractor, who shall take immediate remedial
action, which may include removing the employee from the job site. Prior to
returning a removed Employee to work within the City, the Contractor shall
provide in writing the reason for the individual's behavior and the means
used to prevent this behavior from occurring again. In no event shall
Contractor fail to prevent, prohibit, or resolve problems with its Employees
working after receiving notice of same from the City. Violation of this
section by Contractor shall be a material breach of this Agreement and may
result in the City terminating the Agreement or temporarily suspending
services hereunder, with Contractor being liable for any resulting costs
incurred by the City. No action to terminate or suspend shall be taken by
City until after Contractor is provided notice and afforded an opportunity to
respond or refute the allegations, except that the City's Administrator may
immediately suspend services hereunder if he finds such action reasonably
appropriate to protect the public safety, health or welfare.
F. As a material inducement to the City entering into this Agreement,
Contractor represents and warrants that Contractor is a provider of first
class Work and Contractor is experienced in performing the Work
contemplated herein and, in light of such status and experience, Contractor
covenants that it shall follow the highest professional standards in
performing the Work required hereunder and that all materials will be of
good quality. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized
by one or more first -class firms performing similar work under similar
circumstances. Contractor shall perform everything required to be
performed, and shall provide and furnish all the labor, materials, necessary
tools, expendable equipment and all utility and transportation services
necessary for the Project.
G. The Contractor warrants that it has familiarized itself with the City's
generators at the time of commencement of this Agreement. Contractor is
also familiar with all existing installations, both public and private, in the
area where services shall be performed under this Agreement. Contractor
shall provide adequate safeguards to prevent damage to existing structures
and improvements. Structures or improvements of any kind, whether public
or private, which are removed, damaged or destroyed in the course of Work
shall be replaced and/or repaired, at the Contractor's expense, to the
original condition and to the satisfaction of the City. Failure to have such
damages repaired in a timely manner will result in the City deducting from
the Contractor's payment the cost to perform the necessary remedial Work.
4. TIME OF PERFORMANCE
Time is of the essence in the performance of Services under this Agreement and the
Services shall be performed to completion in a diligent and timely manner. The failure by
Contractor to perform the Services in a diligent and timely manner may result in
termination of this Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due to
causes beyond Contractor's reasonable control. However, in the case of any such delay
in the Services to be provided for the Project, each party hereby agrees to provide notice
to the other party so that all delays can be addressed.
4.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator as soon as reasonably possible, but
no event later than ten (10) calendar days after the start of the condition that
purportedly causes a delay. The Project Administrator shall review all such
requests and may grant reasonable time extensions for unforeseeable
delays that are beyond Contractor's control.
4.2 For all time periods not specifically set forth herein, Contractor shall respond
in the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
5. COMPENSATION TO CONTRACTOR
City shall pay Contractor for the Services on a time and expense not -to- exceed basis, in
accordance with the provisions of this Section and the Schedule of Billing Rates attached
hereto as Exhibit B and incorporated herein by reference. No rate changes shall be
made during the term of this Agreement without the prior written approval of the City,
except for annual adjustments not to exceed 2.5 percent upon sixty -days prior written
notice to City of such annual increase. Contractor's compensation for Services
performed in accordance with this Agreement, including all reimbursable items, shall not
exceed the fees identified in the individual letter proposals, as approved by the Project
Administrator or City Manager, as appropriate.
The total amount paid to Contractor by City pursuant to this Agreement shall not exceed
One - Hundred Thousand Dollars and No /100 ($100,000.00) per Agreement for all
services provided by Contractor, subject to an annual adjustment in the rates paid by the
City not to exceed 2.5 percent and only upon sixty -days prior written notice to City of such
annual increase.
5.1 Contractor shall submit invoices based on scheduled services or approved
repairs to City describing the Work performed the preceding quarter.
Contractor's bills shall include the name of the person and /or classification
of employee who performed the Work, a brief description of the Services
performed and /or the specific task from the letter proposal to which it
relates, the date the Services were performed, the number of hours spent
on all Work billed on an hourly basis, and a description of any reimbursable
expenditures. City shall pay Contractor no later than thirty (30) days after
approval of the monthly invoice by City staff.
5.2 City shall reimburse Contractor only for those costs or expenses specifically
approved in the letter proposal. Unless otherwise approved, such costs
shall be limited and include nothing more than the following costs incurred
by Contractor:
A. Actual costs and /or other costs and /or payments specifically authorized
in advance in writing and incurred by Contractor in the performance of
this Agreement.
5.3 Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means any
work that is determined by the Project Administrator to be necessary for the
proper completion of the Project, but which is not included within the letter
proposal and which the City and Contractor did not reasonably anticipate
would be necessary. Compensation for any authorized Extra Work shall be
paid in accordance with the Schedule of Billing Rates set forth in Exhibit B.
6. WORK DEFICIENCIES AND CORRECTIONS
6.1 The Contractor's performance will be evaluated on a regular basis. When
problems are identified, the City will notify Contractor. If issues are serious
or go unresolved, a "Notice of Deficiency' will be issued to Contractor in
writing. This notice will detail the issues and give a cure period to resolve
them.
6.2 Failure to correct the deficiencies listed in the Notice of Deficiency within the
timeframe specified by the City may, in the City's sole discretion, result in
action being taken by the City, including, but not limited to, (a) withholding
payment for the subject deficiency until the work is completed; (b) correcting
the deficiency (using the City's own Work force and /or by contracting out)
and deducting any associated costs plus overhead incurred thereby from
the total monthly compensation due the Contractor; (c) contracting with
another Vendor to perform the maintenance and other Services required for
the remainder of the term of the Contract; (e) terminating the agreement;
and /or (f) taking any other action and exercising any other legal remedy
available to the City under law.
7. ADMINISTRATION
This Agreement will be administered by the City's Utilities Department. Ed Burt, Utilities
Operations Manager, shall be the Project Administrator and shall have the authority to act
for City under this Agreement. The Project Administrator or an authorized representative
shall represent City in all matters pertaining to the Services to be rendered pursuant to
this Agreement.
8. TYPE AND INSTALLATION OF MATERIALS /STANDARD OF CARE
8.1 All of the Services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and
technical personnel required to perform the Services required by this
Agreement, and that it will perform all Services in a manner commensurate
with Highest Professional Standards. All Services shall be performed by
qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City. By delivery of completed Work,
Contractor certifies that the Work conforms to the requirements of this
Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Contractor represents and warrants to City that it has or shall obtain, and
shall keep in full force and effect during the term of this Agreement, at its
sole cost and expense, all licenses, permits, qualifications, insurance and
approvals of whatsoever nature that is legally required of Contractor to
practice its profession in the State of California. This shall include but not
be limited to, a current, valid license with the Contractors State License
Board. Contractor shall maintain a City of Newport Beach business license
during the term of this Agreement.
8.3 Contractor shall use only the standard materials described in Exhibit A, or in
the letter proposal for Services in performing Services under this
Agreement. Any deviation from the materials described in Exhibit A or the
letter proposal shall not be installed unless approved in advance by the
Project Administrator.
9. RESPONSIBILITY FOR DAMAGES OR INJURY
9.1 City and all officers, employees and representatives thereof shall not be
responsible in any manner for any loss or damage to any of the materials,
tools, equipment or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's
performance of the Services required hereunder; or for damage to property
from any cause arising from the performance of the Project by Contractor,
or its workers.
9.2 Contractor shall be responsible for any liability imposed by law and for
injuries to or death of any person or damage to property resulting from
defects, obstructions or from any cause arising from Contractor's work on
the Project, or the work of any supplier selected by the Contractor.
9.3 To the fullest extent permitted by law, Contractor shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers,
agents, volunteers, and employees (collectively, the "Indemnified Parties ")
from and against any and all claims (including, without limitation, claims for
bodily injury, death or damage to property), demands, obligations,
damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including, without limitation,
attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims "), which may arise
from or in any manner relate (directly or indirectly) to any breach of the
terms and conditions of this Agreement, any Work performed or Services
provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted
on the Project (including the negligent and /or willful acts, errors and /or
omissions of Contractor, its principals, officers, agents, employees, vendors,
suppliers, subconsultants, subcontractors, anyone employed directly or
indirectly by any of them or for whose acts they may be liable or any or all of
them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from
the sole negligence or willful misconduct of the Indemnified Parties.
Nothing in this indemnity shall be construed as authorizing any award of
attorney's fees in any action on or to enforce the terms of this Agreement.
This indemnity 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 the
Contractor.
9.4 Contractor shall perform all Project work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their
original condition and former usefulness as soon as possible, and to protect
public and private property. Contractor shall be liable for any private or
public property damaged during the performance of the Project work.
9.5 To the extent authorized by law, as much of the money due Contractor
under and by virtue of the Agreement as shall be considered necessary by
City may be retained by it until disposition has been made of such suits or
claims for damages as aforesaid.
9.6 The rights and obligations set forth in this Section shall survive the
termination of this Contract.
10. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor its
employees are to be considered employees of the City. The manner and means of
conducting the Work are under the control of Contractor, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No civil
service status or other right of employment shall accrue to Contractor or its employees.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the Work to
be performed. City agrees to cooperate with the Contractor on the Project.
12. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of Work,
Contractor shall obtain, provide and maintain at its own expense during the term of this
Agreement, policies of insurance of the type and amounts described below and in a form
satisfactory to City. The cost of such insurance shall be included in Contractor's billing
rates.
A. Coverage and Limit Requirements.
i. Workers' Compensation. Contractor shall maintain Workers' Compensation
Insurance providing statutory benefits and employer's liability insurance with
limits of at least one million dollars ($1,000,000) each type for Contractor's
employees in accordance with the laws of the State of California, Section
3700 of the Labor Code. In addition, Contractor shall require each
subcontractor to similarly maintain Workers' Compensation Insurance and
Employer's Liability Insurance in accordance with the laws of the State of
California, Section 3700 for all of the subcontractor's employees. The
insurer issuing the Workers' Compensation insurance shall amend its policy
by endorsement to waive all rights of subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers. Contractor
shall submit to City, along with the required certificate of insurance, a copy
of such waiver of subrogation endorsement.
ii. General Liability. Contractor shall maintain commercial general liability
insurance in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) General Aggregate and two
million dollars ($2,000,000) Products and Completed Operations Aggregate
for bodily injury, personal injury, and property damage, including without
limitation, blanket contractual liability. Coverage shall be at least as broad
as that provided by Insurance Services Office form CG 00 01. None of the
policies required herein shall be in compliance with these requirements if
they include any limiting endorsement that has not been first submitted to
City and approved in writing.
iii. Automobile Liability. Contractor shall maintain automobile insurance
covering bodily injury and property damage for all activities of the Contractor
arising out of or in connection with work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
iv. Builders Risk. For Contracts with Construction /Builders Risk property
exposures, Contractor shall maintain Builders Risk insurance or an
installation floater as directed by City, covering damages to the Work for "all
risk" or special form causes of loss with limits equal to one hundred percent
(100 %) of the completed value of contract, with coverage to continue until
final acceptance of the Work by City. At the discretion of City, the
requirement for such coverage may include additional protection for
Earthquake and /or Flood. City shall be included as an insured on such
policy, and Contractor shall provide the City with a copy of the policy.
B. Other Insurance Provisions or Requirements.
i. Evidence of Insurance. Contractor shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and an
additional insured endorsement for general liability. Insurance certificates
and endorsements must be approved by City's Risk Manager prior to
commencement of performance or issuance of any permit. Current
evidence of insurance shall be kept on file with City at all times during the
term of this Agreement. All of the executed documents referenced in this
Agreement must be returned within ten (10) working days after the date on
the "Notification of Award," so that the City may review and approve all
insurance and bond documentation. City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
ii. General liability insurance provisions. Primary and excess or umbrella
liability policies are to contain, or be endorsed to contain, the following
provisions:
1) City, its elected or appointed officers, agents, officials, employees, and
volunteers are to be covered as additional insureds as respects: liability
arising out of activities performed by or on behalf of Contractor, including
the insured's general supervision of Contractor; products and completed
operations of Contractor; premises owned, occupied or used by
Contractor. The coverage shall contain no special limitations on the
scope of protection afforded to City, its elected or appointed officers,
officials, employees, agents or volunteers. Contractor shall submit to
City a copy of the additional insured endorsement along with the
required certificates of insurance.
2) Contractor's insurance coverage shall be primary insurance and /or
primary source of recovery as respects City, its elected or appointed
officers, agents, officials, employees and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from the
Contractor's operations or Services provided to the City. Any insurance
or self- insurance maintained by City, its officers, officials, employees and
volunteers shall be excess of the Contractor's insurance and shall not
contribute with it.
3) Contractor's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits
of the insurer's liability.
iii. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned
policyholders' Rating of A- (or higher) and Financial Size Category Class VII
(or larger) in accordance with the latest edition of Best's Key Rating Guide,
unless otherwise approved by the City's Risk Manager.
iv. Notice of Cancellation. Contractor agrees to oblige its insurance broker and
insurers to provide to City with thirty (30) days notice of cancellation (except
for nonpayment for which ten (10) days notice is required) or nonrenewal of
coverage for each required coverage except for builder's risk insurance. The
builder's risk policy will contain or be endorsed to contain a provision providing
for 30 days written notice to City of cancellation or nonrenewal, except for
nonpayment for which ten (10) days notice is required.
v. Self- Insured Retentions. Contractor agrees not to self- insure or to use any
self- insured retentions on any portion of the insurance required herein and
further agrees that it will not allow any indemnifying party to self- insure its
obligations to City. If contractor's existing coverage includes a self- insured
retention, the self- insured retention must be declared to City. City may
review options with the contractor, which may include reduction or
elimination of the self- insured retention, substitution of other coverage, or
other solutions. Contractor agrees to be responsible for payment of any
deductibles on their policies.
vi. Timely Notice of Claims. Contractor shall give City prompt and timely notice
of any claim made or suit instituted arising out of or resulting from
Contractor's performance under this agreement.
vii. Waiver. All insurance coverage maintained or procured pursuant to this
agreement shall be endorsed to waive subrogation against City, its elected
or appointed officers, agents, officials, employees and volunteers, or shall
specifically allow Contractor or others providing insurance evidence in
compliance with these requirements to waive their right of recovery prior to
a loss. Contractor hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from
each of its subcontractors.
viii. Enforcement of Contract Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of the City to inform Contractor
of non - compliance with any requirement imposes no additional obligations
on the City nor does it waive any rights hereunder.
iv. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided
by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only as it pertains to a given issue and is not
intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
x. City's Remedies. City shall have the right to order the Contractor to stop
Work under this Agreement and /or withhold any payment(s) that become
due to Contractor hereunder until Contractor demonstrates compliance with
the requirements of this article. In the alternative, City may purchase the
required coverage and charge Contractor the cost of the premiums or
deduct the cost from Contractor's payments.
A. Coverage not Limited. All insurance coverage and limits provided by
contractor and available or applicable to this agreement are intended to
apply to the full extent of the policies. Nothing contained in this agreement
or any other agreement relating to the city or its operations limits the
application of such insurance coverage.
xii. Coverage Renewal. Contractor will renew the coverage required here
annually as long as Contractor continues to provide any Services under this
or any other contract or agreement with the City. Contractor shall provide
proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing
at least the same coverage. Proof that such coverage has been ordered
shall be submitted prior to expiration. A coverage binder or letter from
Contractor's insurance agent to this effect is acceptable. A certificate of
insurance and /or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided
to City within five days of the expiration of the coverages.
13. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California, not less
than the general prevailing rate of per diem wages including legal holidays and overtime
Work for each craft or type of workman needed to execute the Work contemplated under
the Agreement shall be paid to all workmen employed on the Work to be done according
to the Agreement by the Contractor and any subcontractor. In accordance with the
California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has
ascertained the general prevailing rate of per diem wages in the locality in which the Work
is to be performed for each craft, classification, or type of workman or mechanic needed
to execute the Agreement. A copy of said determination is available by calling the
prevailing wage hotline number (415) 703 -4774, and requesting one from the Department
of Industrial Relations. The Contractor is required to obtain the wage determinations from
the Department of Industrial Relations and post at the job site the prevailing rate or per
diem wages. It shall be the obligation of the Contractor or any subcontractor under
him /her to comply with all State of California labor laws, rules and regulations and the
parties agree that the City shall not be liable for any violation thereof.
14. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of the
dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Contract. Contractor shall not
discontinue Work as a result of such withholding. Contractor shall have an immediate
right to appeal to the City Manager or his /her designee with respect to such disputed
sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
15. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the Work performed
under this Contract, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do
so constitutes a material breach and is grounds for immediate termination of this Contract
by City. Contractor shall indemnify and hold harmless City for any and all claims for
damages resulting from Contractor's violation of this Section.
16. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided.
All notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
Attn: Ed Burt
Utilities Department
City of Newport Beach
3300 Newport Blvd.
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 718 -3432
Fax: 949 - 646 -5204
All notices, demands, requests or approvals from City to Contractor shall be addressed to
Contractor at:
Attention: Salvatore Martorana
Global Power Group, Inc.
202 Greenfield Drive, Suite C
El Cajon, CA 92020
Phone: 619 - 579 -1221, Ext. 205
Fax: 619- 579 -1166
17. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, that party shall be deemed in default
in the performance of this Agreement. If such default is not cured within a period of two
(2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting party fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the nature
of such default and the steps necessary to cure such default, the non - defaulting party
may terminate the Agreement forthwith by giving to the defaulting party written notice
thereof.
Notwithstanding the above provisions, City shall have the right, at its sole discretion and
without cause, of terminating this Agreement at any time by giving seven (7) calendar
days prior written notice to Contractor. In the event of termination under this Section, City
shall pay Contractor for Services satisfactorily performed and costs incurred up to the
effective date of termination for which Contractor has not been previously paid. On the
effective date of termination, Contractor shall deliver to City all materials purchased in
performance of this Agreement.
18. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state, county
or municipal, whether now in force or hereinafter enacted.
19. WAIVER
A waiver by City of any term, covenant, or condition in the Agreement shall not be
deemed to be a waiver of any subsequent breach of the same or any other term,
covenant or condition.
20. INTEGRATED AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the parties hereto, and all preliminary negotiations and agreements
of whatsoever kind or nature are merged herein. No verbal Agreement or implied
covenant shall be held to vary the provisions herein.
21. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services, the terms of this Agreement shall govern.
22. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Contractor and City and approved as to form by the City Attorney.
23. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has visited
the Project Site, has become familiar with the local conditions under which the Work is to
be performed, and has taken into consideration these factors in submitting its Project
Proposal and Scope of Work.
24. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to
it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
25.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
3O
Contractor shall keep records and invoices in connection with the Work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any Services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any longer
period required by law, from the date of final payment to Contractor under this
Agreement. All such records and invoices shall be clearly identifiable. Contractor shall
allow a representative of City to examine, audit and make transcripts or copies of such
records and invoices during regular business hours. Contractor shall allow inspection of
all Work, data, Documents, proceedings and activities related to the Agreement for a
period of three (3) years from the date of final payment to Contractor under this
Agreement.
27. CLAIMS
The Contractor and the City expressly agree that in addition to any claims filing
requirements set forth in the Contract and Contract documents, the Contractor shall be
required to file any claim the Contractor may have against the City in strict conformance
with the California Government Tort Claims Act (Government Code sections 900 et seg.).
28. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not discriminate
against any subcontractor, employee or applicant for employment because of race,
religion, color, national origin, handicap, ancestry, sex or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
cv.
Leonie Mulvihill
Assistant City Attorney
ATTEST:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California Municipal Corporation
Keith D. Curry
Mayor
CONTRACTOR:
Global Power Gro Im
By:
Salv artorana
P' nt
P
res'
By: olt
Sal a or Ceballos
Chi f Financial Officer
Attachments: Exhibit A — Scope of Services
Exhibit B — Billing Rates
Global Power
GROUP, INC.
Detailed Breakdown of Planned Maintenance Proposal
For
City of Newport Beach
July 23, 2010
Attention: Terresa Moritz
Quarterly invoice is broken down as follows
Location Name Contract Price per Quarter
City Hall $305.33
$305.33
Utilities Dept Building #2 Unit # 5573
$255.66
Utilities Dept Building #2 Unit # 5592
$275.86
Utilities Dept Building #2 Unit # 5593
$262.39
Utilities Dept Building #2 Unit # 5594
$262.39
Utilities Dept Building #2 Unit # 5595
$262.39
Utilities Dept Building #2 Unit # 5596
$262.39
Utilities Dept Building #2 Unit # 5597
$305.33
Water Department/unit#5576
$255.66
Water Department/unit#5591
$275.86
$2,417.92
Zone 5
$428.36
Utilities Dept. Building #8 Unit#9291
$305.33
Water Department/Resevoit
$408.16
Water Department/Zone 4
$192.67
Water Department/corn 3 pump
$913.72
$2,248.24
Total per quarter $4971.49
Annually $19,885.96
"EXHIBIT A"
Division
Electrical
Electrical Total
"OUR BUSINESS IS POWERING YOUR BUSINESS"
--2--
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater
Wastewater Total
Water
Water
Water
Water
Water
Water Total
"EXHIBIT A"
Global Power
GROUP, INC.
Quarterly Preventative Maintenance
1. Inspect enclosure for debris and corrosion, we will clean and spot paint to prevent corrosion.
2. Starting batteries will be cleaned and electrolyte levels and specific gravity will be checked.
3. Battery charging system will be checked for proper operation.
4. Inspect fuel, oil, and coolant systems for leaks.
5. All fluid levels will be checked and topped -off as necessary (fuel at an additional cost).
6. Governor system and linkage will be checked for binding and proper operation.
7. Air cleaners will be checked and if necessary recommendations made for replacement.
8. Engine block heater(s) and associated plumbing will be checked for proper operation.
9. All belts will be checked for proper tension, signs of age and wear.
10. Radiator will be checked externally for debris, leaks, or corrosion.
11. Coolant will be tested with a coolant test strip.
12. Radiator will be pressure tested and cap and seal will be checked for cracks and wear.
13. All cooling system hoses will be checked for defects.
14. Check all electrical connections, switches, gauges, and bulbs for proper operation.
15. Equipment will be checked for abnormal speed, operation, vibration, and noises.
16. Automatic transfer switches will be visually inspected for defects.
17. Check automatic transfer switch and generator for bad connections with an infrared gun.
18. Upon owners approval, we will simulate power failure and test the system for proper operation.
19. GPG Service Technicians will enter generator start and stop dune in logbook.
"OUR BUSINESS IS POWERING YOUR BUSINESS"
--3--
"EXHIBIT A"
Global Power
GROUP, INC.
Annual Maintenance Services (Once per year)
1. Perform the inspections noted above.
2. Change engine lubricating oil and oil filters.
3. Change engine fuel filters.
4. Change engine air cleaner element(s).
5. Change coolant filters.
6. Obtain oil and coolant sample for analysis by fluid testing laboratories.
7. Dispose of hazardous wastes from our maintenance service.
Additional Services
Additional services are performed as applicable to each piece of equipment.
Load Bank Test
All units are load banks tested at the manufactures recommendation of once per year in which the
generator is tested on full load for one hour and monitored to ensure proper operation.
Fuel Polishing
Fuel polishing is a procedure performed at the annual service that removes water, bacteria, and sediment
from your fuel tank. These contaminants occur naturally over time and may also be caused by poor fuel
quality. We take a sample of your fuel to determine the condition of the fuel. If to much water is present
the water will be pumped out first. The polishing equipment circulates the fuel through a filtering system
at a high rate of speed. During the procedure we are sampling the fuel to ensure a proper polish.
Switch Gear and Automatic Transfer Switch Inspection Services
The automatic transfer switch is the most critical piece of equipment in your emergency power system. It's
the device that connects your facility to your emergency generator. This device is inspected once per year
to ensure proper operation.
"OUR BUSINESS IS POWERING YOUR BUSINESS"
--4--
"EXHIBIT A"
Global Power
GROUP, INC.
Planned Maintenance Proposal — Terms and Conditions
This agreement provides that GPG will perform the aforementioned service items that should enhance the service
life of the equipment and avoid the premature failure of your equipment. This assumes that there were no material
defects or manufacturing flaws in design and/or production of your equipment when this agreement is initiated.
This Planned Maintenance Agreement is neither a contract of performance nor a guarantee that the equipment
identified in this proposal will operate to its specific performance standards 100% of the time while under the care
of GPG.
To initiate the above Planned Maintenance Agreement, please sign below and return one copy to GPG. Keep the
other copy for your files. Unless otherwise agreed, this agreement shall remain in effect for a minimum of one year
and will automatically renew annually, with a 3% increase. A written 30 -day notice is required for a price change
above 3%, or for cancellation of services. All prices quoted in this proposal are valid for thirty (30) days.
At the customers' request, GPG shall provide evidence of insurance coverage for general liability (including an
additional insured endorsement in favor of owner) and workers' compensation.
Unless otherwise stated, all invoices will be mailed to the billing address after PM services are completed. All
invoices are due net 30 days from invoice, with approval of credit.
I fully understand the responsibilities contained within the above proposal and accept the terms, conditions and
owner/operator's responsibilities of the above agreement.
By signing below the undersigned authorizes Global Power Group, Inc. to make such inquiries as are necessary to
obtain credit information and authorizes banks or suppliers to release information regarding their account.
Accepted By:
Signature Print Full Name
on this day of 20 PO#
Ext.201 - Dispatch....................................................................... Service and Fuel Scheduling Issues
Ext.205 — Sal Martorana.......................................................Equipment Sales, Installations and Rentals
Ext. 208 — Mike Luna............................................................................................Service Manager
Ext.203 —Juan Mercado- Accounts Manager ....................................................Service and PM Agreements
Ext.202 — Gerry Lafargue — Service Contracts Manager......................................Service and PM Agreements
Ext.207 — Chuck Knez -................................................................ Parts Department and Service Sales
Emergency Generator 24 Hour Hotline, Dial Main Number (866) 547-6937.
"OUR BUSINESS IS POWERING YOUR BUSINESS"
--5--
"EXHIBIT A"
Global Power
GROUP, INC.
Other Convenient Services Offered
Generator Monitoring Service
Expedites emergency response time. A stand alone system with internal battery back-up.
Web based security system which monitors building power, generator power, and generator faults.
Exclusive customer driven interactive web page containing equipment run log and service information.
Low monthly maintenance fee.
Diesel Fuel Delivery
EPA approved California Red Dye #2 low sulfur diesel fuel. Fuel rates quoted daily. Please call for current
pricing. Additional charge for legally inaccessible fuel tanks.
Generator Rentals
20kW to 2 Megawatt for special events or planned outages.
Delivery and installation, including cable and temp -power boxes.
Infrared Scanning Services
Equipment is owned not rented, provides competitive pricing. Level Two Thermographer on staff. This
service can be used to save electricity, prevent unpredicted circuit failure, and bench mark all equipment.
Troubleshooting is more accurate and allows the owner to predict future maintenance needs.
Electrical Services
Turn- key installations, UPS systems, consulting and design, system upgrades, and electrical system
troubleshooting by our state certified electricians.
Note: If at any time you are not completely satisfied with our services please do not hesitate to call me and discuss
any problem with the terms of this contract or the performance of our staff.
Sincerely,
Salvatore Martorana
Global Power Group, Inc.
202 Greenfield Drive, Suite C,
El Cajon ,CA 92020
"OUR BUSINESS IS POWERING YOUR BUSINESS"
--6--
"EXHIBIT B"
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"EXHIBIT B"
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PROFESSIONAL SERVICES AGREEMENT WITH
GLOBAL POWER GROUP, INC. FOR ON -CALL
GENERATOR MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT is made and entered into as of this 9"' day of April, 2008, by
and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and
GLOBAL POWER GROUP, INC., a California corporation whose address is 202
Greenfield Drive, Suite C, El Cajon, California 92020 ( "Contractor"), and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City has a need for on -call assistance for Generator Maintenance and Repair
Service.
C. City desires to engage Contractor to perform on -call generator maintenance and
repair services in various locations and for various City facilities.
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of this firm for purposes of contact shall be Salvatore
Martorana ( President), and Len Prowse (National Account Manager).
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 10th day of March, 2010, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Contractor shall provide "On -Call" generator maintenance and repair services as
described in the Statement of Qualifications attached as Exhibit "A." Upon
0 0
verbal or written request from the Project Administrator, Contractor shall provide
a letter proposal for services requested by the City (hereinafter referred to as the
"Letter Proposal "). The Letter Proposal shall include the following:
A. A detailed description of the services to be provided;
B. The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
C. The estimated number of hours and cost to complete the services; and
D. The time needed to finish the specific project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Contractor to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due
to causes beyond Contractor's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant
reasonable time extensions for unforeseeable delays that are beyond
Contractor's control.
3.2 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
City shall pay Contractor for the services on a time and expense not -to -exceed
basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit "B" and incorporated herein by
reference.
2
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No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Contractor's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Any Letter Proposal that sets forth fees in
excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a
separate Professional Service Agreement approved by per Council Policy F -14.
4.1 Contractor shall submit monthly invoices to City describing the work
performed the preceding month. Contractor's bills shall include the name
of the person and/or classification of employee who performed the work, a
brief description of the services performed and /or the specific task in the
letter proposal to which it relates, the date the services were performed,
the number of hours spent on all work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor
no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2 City shall reimburse Contractor only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved,
such costs shall be limited and include nothing more than the following
costs incurred by Contractor:
A. The actual costs of subconsultants for performance of any of the
services that Contractor agrees to render pursuant to this
Agreement and the Letter Proposal, which have been approved in
advance by City and awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and/or payments specifically
authorized in advance in writing and incurred by Contractor in the
performance of this Agreement.
4.3 Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means
any work that is determined by City to be necessary for the proper
completion of the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit B.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
3
6.
7
14
0 0
times during the Agreement term. Contractor has designated Len Prowse to be
its Project Manager. Contractor shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval
shall not be unreasonably withheld with respect to the removal or assignment of
non -key personnel.
Contractor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
If Contractor is performing inspection or construction management services for
City, the Project Manager and any other assigned staff shall be equipped with a
Nextel Plus type cellular /direct connect unit to communicate with City staff.
Consultant's Nextel Direct Connect I.D. number will be provided to City to be
programmed into City Nextel units, and vice versa.
ADMINISTRATION
This Agreement will be administered by the Utilities Department. George
Murdoch shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his /her authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's
work schedule.
B. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
STANDARD OF CARE
8.1 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and
0
0 0
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City, nor
have any contractual relationship with City. By delivery of completed
work, Contractor certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Contractor represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever
nature that are legally required of Contractor to practice its profession.
Contractor further represents and warrants to City that Contractor shall, at
its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any and all licenses, permits, insurance and other
approvals that are legally required of Contractor to practice its profession.
Contractor shall maintain a City of Newport Beach business license during
the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Contractor's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
8.4 The term Construction Management or Construction Manager does not
imply that Contractor is engaged in any aspect of the physical work of
construction contracting. Contractor shall not have control over or be in
charge of and shall not be responsible for the project's design, City's
project contractor ( "Contractor'), construction means, methods,
techniques, sequences or procedures, or for any health or safety
precautions and programs in connection with the work. These duties are
and shall remain the sole responsibility of the Contractor. Contractor shall
not be responsible for the Contractors' schedules or failure to carry out the
work in accordance with the contract documents. Contractor shall not
have control over or be responsible for acts or omissions of City, Design
Engineer, Contractor, Subcontractors, or their Agents or employees, or of
any other persons performing portions of the worts.
9. HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents
5
0 •
and employees (collectively, the "Indemnified Parties') from and against any and
all claims (including, without limitation, claims for bodily injury, death or damage
to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a Claim; collectively, "Claims "), which may
arise from or in any manner relate (directly or indirectly) to any work performed or
services provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and/or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity 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 the Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the work are under the control of Contractor, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Contractor or any of Contractor's employees or agents, to be the agents or
employees of City. Contractor shall have the responsibility for and control over
the means of performing the work, provided that Contractor is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Contractor as to the details of the performance or to
exercise a measure of control over Contractor shall mean only that Contractor
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Contractor on the Project.
i
• •
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and
progress of the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of work, Contractor shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Contractor shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
1. Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Contractor shall require each
subcontractor to similarly maintain Workers' Compensation
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Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Contractor for City.
2. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. Automobile Liability Coverage. Contractor shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Contractor arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
4. Professional Errors and Omissions Insurance. Contractor shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Contractor.
2. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Contractor's operations or services
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provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
5. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
6. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Contractor's performance under this Agreement.
G. Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Contractor, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Contractor is a partnership or joint - venture or syndicate or cotenancy,
which shall result in changing the control of Contractor. Control means fifty
percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more
of the assets of the corporation, partnership or joint-venture.
^.
u
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Contractor. Assignments of any or all rights, duties or obligations of the
Contractor under this Agreement will be permitted only with the express written
consent of City. Contractor shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon written request.
Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed documents
for other projects and any use of incomplete documents without specific written
authorization from Contractor will be at City's sole risk and without liability to
Contractor. Further, any and all liability arising out of changes made to
Contractor's deliverables under this Agreement by City or persons other than
Contractor is waived against Contractor and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
19. OPINION OF COST
Any opinion of the construction cost prepared by Contractor represents his
judgment as a design professional and is supplied for the general guidance of
City. Since Contractor has no control over the cost of labor and material, or over
competitive bidding or market conditions, Contractor does not guarantee the
accuracy of such opinions as compared to contractor bids or actual cost to City.
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20. RECORDS
Contractor shall keep records and invoices in connection with the work to be
performed under this Agreement. Contractor shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Contractor to this Agreement. All such records shall be
clearly identifiable. Contractor shall allow a representative of City to examine,
audit and make transcripts or copies of such records during regular business
hours. Contractor shall allow inspection of all work, data, documents,
proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
21. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute
with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor
shall not discontinue work as a result of such withholding. Contractor shall have
an immediate right to appeal to the City Manager or his designee with respect to
such disputed sums. Contractor shall be entitled to receive interest on any
withheld sums at the rate of return that City earned on its investments during the
time period, from the date of withholding of any amounts found to have been
improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Contractor, the additional design, construction and/or
restoration expense shall be borne by Contractor. Nothing in this paragraph is
intended to limit City's rights under any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
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25.
26.
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If subject to the Act, Contractor shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for termination of
this Agreement by City. Contractor shall indemnify and hold harmless City for
any and all claims for damages resulting from Contractor's violation of this
Section.
NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be
when delivered personally, or on the third business day after th e
in the United States mail, postage prepaid, first -class mail
hereinafter provided. All notices, demands, requests or
Contractor to City shall be addressed to City at:
George Murdoch
Utilities Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 - 644 -3011
Fax: 949 - 646 -5204
deemed served
deposit thereof
addressed as
approvals from
All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Len Prowse
National Accounts Manager
Global Power Group, Ind.
202 Greenfield Drive, Suite C
El Cajon, CA 92020
Phone: 619- 579 -1221
Fax: 619- 579 -1166
TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, the non - defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days' prior written notice to Contractor. In the event of
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termination under this Section, City shall pay Contractor for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
27. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Contractor shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
30. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Contractor and City and approved as to form by the City
Attorney.
32. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
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• •
33. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
35. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
By
C.
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless,
City Clerk
U;
QR PV tP
CITY OF ;EWPO
A Mun' Dal Coroc
tawara z5encn,
Mayor
for the City of N
CONSULTANT:
(Corp6fate Officer)
Titlec,•�-C
EACH
i
art Beach
Print NameJ�Q,r
By: �i�
L) (Financial Officer)
Title: CR)
Print Name: 5awo.4,6Y
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
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Global Powar
GROUP. INC.
Monday, March io, 2oo8
Re: Global Power Group, Inc. C -lo # 870741
EXHIBRW
I am writing this letter to serve as an introduction to Global Power
Group, Inc., briefly outlining our breadth of experience and
identifying our capabilities. We are a licensed electrical contractor
specializing in commercial electrical installation and stand -by power
industry.
Global Power Group, Inc. is licensed through the California state
contractor's license board and holds a C -io. The company is bonded,
has a $t million dollar pollution policy and liability coverage of $11
million dollars, including a $io million dollar umbrella policy.
Global Power Group, Inc. is committed to having the most qualified
and best trained staff in our industry. All of electricians are state
certified our generator technicians are hazmat certified and factory
trained.
Our staff is comprised of personnel from both generator and
electrical companies with an average of 15+ years of experience. We
have highly trained generator technician and electrician crews
capable of handling our customers' needs for generator and ATS
installations, UPS systems, preventative maintenance, repairs, system
monitoring, rentals, electrical upgrades, and refueling services. Any
commercial electrical needs including j ob site temporary power.
To better meet the needs of our customers, our company also
provides 24 hour emergency service, including rentals. Our fleet of
vehicles includes 4 wheel drive service trucks as well as a 4 wheel
drive crane and a i,000 gallon fuel truck, which gives us the ability to
respond to any job environment. Our state of the art equipment
includes power quality monitors, fuel polishers, load banks, and one
of the most advanced infra -red cameras in the industry. We can also
provide our customers with instant updates on all projects from the
job site via our web -based management system.
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Our goal is to utilize our experience and expertise to provide our
customers with the highest quality service available in the industry.
Whether you need an emergency fuel delivery or a complete design -
build turn -key installation, we can satisfy your needs.
Some of our current clients include the following companies:
The Augustine Company
Vidavich Construction
City of Vista
Biosite
Toys R Us
City of Chula Vista
Barona
Verizon
City of Newport Beach
Viejas
Nextel
City of San Diego
Adelphia
Cingular
City of Escondido
SDG&E
Sempra Energy
County of San Diego
Hilton
Hitachi
City of Poway
Lowes
Motorola
Cal Trans
Army
Navy
Golden Acorn
Embassy Suites
Marriot
City of Carlsbad
Enernoc
Imperial Irrigation
District
Local health care clients include:
Pioneer Hospital Health South El Centro Regional
Medical Cntr.
Kindred Hospital Alvarado Hospital UTC Surgery
Center
RE Surgery Center Golden Triangle Surgicenter
Sydney Kimmel Cancer Center
The background and experience of the Global Power Group, Inc.
Corporate Officers, Support Staff, Generator Technicians, and
Electricians is vast and varied. Our entire staff is looking forward to
the opportunity to be of service to you. Enclosed please find a line
card which describes some of the other services we provide. Please
give me a call if you would like to meet or if you have any questions or
comments.
Sincerely,
Len Prowse 1prowse ftpgpower.com
619-435-8595
202 Greenfield Drive, Suite C, El Cajon, CA 92020
www.globalpowergroup.net
0
Global Power
G R O UP, I N C.
To Whom It May Concern:
0
EXHIBIT'S"
Power guaranties our labor rates from March 10, 2008 to March 10, 2010.
Len Prowse
National Accounts Manager
Global Power Group Inc.
Contract Rate
Standard Rate
Labor ST
$ 85.00
$ 95.00
Labor OT
$ 127.50
$ 142.50
Labor DT
$ 170.00
$ 190.00
Labor Holiday
$ 235.00
$ 255.00
Mileage First
$ 1.00
$ 1.25
Shop ST*, OT*, DT* Are Same As Standard
Rates
$ 95.00
$ 95.00
Electrical
$ 80.00
$ 85.00
Fuel Deliveries ST under 50 gal
$ 45.00
$ 45.00
Fuel Deliveries ST Over 50 al
No Charge
No Charge
Fuel Deliveries OT & Saturday
$ 60.00
$ 60.00
Fuel Deliveries Sunday
$75.00
$90
Fuel Deliveries Holiday
$ 185.00
$ 235.00
Rentals Delivery ST**
$ 75.00
$ 75.00
Rentals Delivery OT**
$ 112.50
$ 112.50
Rentals Delivery DT"
$ 150.00
$ 150.00
Load Bank Testing (O-IOOkW)***
$ 125.00
$ 175.00
Load Bank Testing 101-60OkWj * **
$ 175.00
$ 225.00
Load Bank Testing 601- 1000kW * **
$ 225.00
$ 275.00
Load Bank Testing 1000- 150OkW * **
$ 275.00
$ 325.00
Load Bank Testing 1501- 25OOkW * **
$ 375.00
1 $ 425,00
Fuel Polish (per hour)****
$ 120.00
$ 120.00
Hazardous Waste Disposal
•
3% of all billable parts and labor NTE $30.00
11 -Inter M1dinimim
** No Mileage Charge
* ** Per Hour Portal to Portal Per Day, During Normal Business Hours.
* * ** The First 2 Filters Are Included Each Additional Filter is $25.00
All Pricing is Per Hour
•
• CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 6
April 8, 2008
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Utilities Department
Steve Myrter, Utilities Director
718 -3411 or smyrter (ci)_city.newport- beach. ca. us
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH
GLOBAL POWER GROUP, INC. FOR ON -CALL GENERATOR
MAINTENANCE AND REPAIR SERVICES
RECOMMENDATION:
Approve Professional Services Agreements with Global Power Group, Inc. for on -call
• repair and maintenance services for generators and authorize the Mayor and City Clerk
to execute the Agreements.
DISCUSSION:
Background:
On -call agreements allow staff to retain specialized services that are regularly required
for various maintenance and repairs of generators.
Global Power Group, Inc. is a power systems specialist that provides service in the
fields of installing, maintaining and servicing generators, as well as many other electrical
services. Their staff is comprised of personnel from both generator and electrical
companies with an average of 15+ years of experience. Global Power also provides
2417 hour emergency repair service, including rentals. Services will be performed and
billed on a time and material basis, as per the rate sheet shown in Exhibit B.
Global Power Group, Inc. has provided maintenance and repair service for the City's
generators for the approximately the last 3 years.
Environmental Review:
. This action requires no environmental review, as it is not a project pursuant to CEQA.
Repair *Maintenance of Generators
— Approval Professional Services Agreement
April 8, 2008
Page 2
Funding Availability:
Funding is available in Maintenance and Repair 5300 -8160; 5600 -8160 and Prof. &
Tech. 5500 -8080.
Expenditures more than $30,000 for an individual repair project will require a separate
City Council action in accordance with Policy F -14.
Prepared by:
"- RJ�Aq
Cindy Asher, Orninistrative Manager
Submitted by:
Steve Myrter, U IIit s (rector
Attachments: Agreement with Global Power Group, Inc.
•
11
F— -I
LJ
• PROFESSIONAL SERVICES AGREEMENT WITH
GLOBAL POWER GROUP, INC. FOR ON -CALL
GENERATOR MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT is made and entered into as of this 9"' day of April, 2008, 'by
and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and
GLOBAL POWER GROUP, INC., a California corporation whose address is 202
Greenfield Drive, Suite C, El Cajon, California 92020 ( "Contractor"), and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City has a need for on -call assistance for Generator Maintenance and Repair
Service.
C. City desires to engage Contractor to perform on -call generator maintenance and
repair services in various locations and for various City facilities.
• D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of this firm for purposes of contact shall be Salvatore
Martorana ( President), and Len Prowse (National Account Manager).
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 10th day of March, 2010, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
• Contractor shall provide "On -Call" generator maintenance and repair services as
described in the Statement of Qualifications attached as Exhibit "A." Upon
verbal or written request from the Project Administrator, Contractor shall provide •
a letter proposal for services requested by the City (hereinafter referred to as the
"Letter Proposal "). The Letter Proposal shall include the following:
A. A detailed description of the services to be provided;
B. The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
C. The estimated number of hours and cost to complete the services; and
D. The time needed to finish the specific project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Contractor to perform the services in a diligent and timely manner
may result in termination of this Agreement by City. •
Notwithstanding the foregoing, Contractor shall not be responsible for delays due
to causes beyond Contractor's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant
reasonable time extensions for unforeseeable delays that are beyond
Contractor's control.
3.2 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
City shall pay Contractor for the services on a time and expense not -to- exceed
basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit `B" and incorporated herein by •
reference.
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• No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Contractor's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Any Letter Proposal that sets forth fees in
excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a
separate Professional Service Agreement approved by per Council Policy F -14.
4.1 Contractor shall submit monthly invoices to City describing the work
performed the preceding month. Contractor's bills shall include the name
of the person and/or classification of employee who performed the work, a
brief description of the services performed and /or the specific task in the
letter proposal to which it relates, the date the services were performed,
the number of hours spent on all work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor
no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2 City shall reimburse Contractor only for those costs or expenses
specifically, approved in the Letter Proposal. Unless otherwise approved,
such costs shall be limited and include nothing more than the following
costs incurred by Contractor.
• A. The actual costs of subconsultants for performance of any of the
services that Contractor agrees to render pursuant to this
Agreement and the Letter Proposal, which have been approved in
advance by City and awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Contractor in the
performance of this Agreement.
4.3 Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means
any work that is determined by City to be necessary for the proper
completion of the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit B.
5. PROJECT MANAGER
• Contractor shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
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times during the Agreement term. Contractor has designated Len Prowse to be •
its Project Manager. Contractor shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval
shall not be unreasonably withheld with respect to the removal or assignment of
non -key personnel.
Contractor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement_
If Contractor is performing inspection or construction management services for
City, the Project Manager and any -other assigned staff shall be equipped with a
Nextel Plus type cellular /direct connect unit to communicate with City staff.
Consultant's Nextel Direct Connect I.D. number will be provided to City to be
programmed into City Nextel units, and vice versa.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. George
Murdoch shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his/her authorized •
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to. assist Contractor in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's
work schedule.
B. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Contractor or under Contractor's •
supervision. Contractor represents that it possesses the professional and
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technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City, nor
have any contractual relationship with City. By delivery of completed
work, Contractor certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Contractor represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever
nature that are legally required of Contractor to practice its profession.
Contractor further represents and warrants to City that Contractor shall, at
its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any and all licenses, permits, insurance and other
approvals that are legally required of Contractor to practice its profession.
Contractor shall maintain a City of Newport Beach business license during
the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by
• reason of strikes,. lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Contractor's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
8.4 The term Construction Management or Construction Manager does not
imply that Contractor is engaged in any aspect of the physical work of
construction contracting. Contractor shall not have control over or be in
charge of and shall not be responsible for the project's design, City's
project contractor ( "Contractor"), construction means, methods,
techniques, sequences or procedures, or for any health or safety
precautions and programs in connection with the work. These duties are
and shall remain the sole responsibility of the Contractor. Contractor shall
not be responsible for the Contractors' schedules or failure to cant' out the
work in accordance with the contract documents. Contractor shall not
have control over or be responsible for acts or omissions of City, Design
Engineer, Contractor, Subcontractors, or their Agents or employees, or of
any other persons performing portions of the work.
9. HOLD HARMLESS
• To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents
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and employees (collectively, the "Indemnified Parties ") from and against any and Is
claims (including, without limitation, claims for bodily injury, death or damage
to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a Claim; collectively, "Claims "), which may
arise from or in any manner relate (directly or indirectly) to any work performed or
services provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity 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 the Contractor.
10. INDEPENDENT CONTRACTOR .
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the work are under the control of Contractor, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Contractor or any of Contractor's employees or agents, to be the agents or
employees of City. Contractor shall, have the responsibility for and control over
the means of performing the work, provided that Contractor is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Contractor as to the details of the performance or to
exercise a measure of control over Contractor shall mean only that Contractor
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City s designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Contractor on the Project.
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• 12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and/or his/her
duly authorized designee informed on a regular basis regarding the status and
progress of the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of work. Contractor shall obtain, provide and maintain at its own expense during
the tern of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certficates of Insurance. Contractor shall provide certificates of
• insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City s Risk
Manager.
D. Coverage Requirements.
1. Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
• the State of California. In addition, Contractor shall require each
subcontractor to similarly maintain Workers' Compensation
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Insurance and Employer's Liability Insurance in accordance with •
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Contractor for City.
2. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. Automobile Liability Coverage. Contractor shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Contractor arising out of or in connection with •
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
4. Professional Errors and Omissions Insurance. Contractor shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Contractor.
2. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising •
directly or indirectly from the Contractor's operations or services
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• provided to City. Any insurance maintained by City, including any
self - insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
5. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
6. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
parry except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
• F. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Contractors performance under this Agreement.
•
G. Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
Provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Contractor, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Contractor is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Contractor. Control means fifty
percent (50 %) or more of the voting power, or twenty-five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
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16. SUBCONTRACTING •
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Contractor. Assignments of any or all rights, duties or obligations of the
Contractor under this Agreement will be permitted only with the express written
consent of City. Contractor shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon written request.
Documents, including drawings and specifications, prepared by Contractor
Pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed documents
for other projects and any use of incomplete documents without specific written •
authorization from Contractor will be at City's sole risk and without liability to
Contractor. Further, any and all liability arising out of changes made to
Contractor's deliverables under this Agreement by City or persons .other than
Contractor is waived against Contractor and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
19. OPINION OF COST
Any opinion of the construction cost prepared by Contractor represents his
judgment as a design professional and is supplied for the general guidance of
City. Since Contractor has no control over the cost of labor and material, or over
competitive bidding or market conditions, Contractor does not guarantee the
accuracy of such opinions as compared to contractor bids or actual cost to City.
•
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Contractor shall keep records and invoices in connection with the work to be
performed under this Agreement. Contractor shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Contractor. to this Agreement. All such records shall be
clearly identifiable. Contractor shall allow a representative of City to examine,
audit and make transcripts or copies of such records during regular business
hours. Contractor shall allow inspection of all work, data, documents,
proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
21. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute
with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor
shall not discontinue work as a result of such withholding. Contractor shall have
an immediate right to appeal to the City Manager or his designee with respect to
40 withheld disputed sums. Contractor shall be entitled to receive interest on any
withheld sums at the rate of return that City earned on its investments during the
time period, from the date of withholding of any amounts found to have been
improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Contractor, the additional design, construction and /or
restoration expense shall be bome by Contractor. Nothing in this paragraph is
intended to limit City s rights under any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
. persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
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If subject to the Act, Contractor shall conform to all requirements of the Act. .
Failure to do so constitutes a material breach and is grounds for termination of
this Agreement by City. Contractor shall indemnify and hold harmless City for
any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Contractor to City shall be addressed to City at:
George Murdoch
Utilities Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949- 6443011
Fax: 949 - 646 -5204
All notices, demands, requests or approvals from City to Contractor shall be •
addressed to Contractor at:
Len Prowse
National Accounts Manager
Global Power Group, Ind.
202 Greenfield Drive, Suite C
El Cajon, CA 92020
Phone: 619 - 579 -1221
Fax: 619 - 579 -1166
26. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. It such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, the non- defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole •
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days' prior written notice to Contractor. In the event of
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termination under this Section, City shall pay Contractor for services satisfactorily
• performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
27. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Contractor shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
• 29. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
30. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Contractor and City and approved as to form by the City
Attorney.
32. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
• this Agreement shall continue in full force and effect.
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33. INTERPRETATION •
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govem this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
35. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall . not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
Y
Aaron C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
By:
Edward Selich,
Mayor
for the City of Newport Beach
CONSULTANT:
By:
(Corporate Officer)
Print Name:
In
(Financial Officer)
Title:
Print Name:
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
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Global Power
oeour►, rc��.
Monday, March 1o, 2008
Re: Global Power Group, Inc. G10 # 870741
0
EXHIBIT W 1
I am writing this letter to serve as an introduction to Global Power
Group, Inc., briefly outlining our breadth of experience and
identifying our capabilities. We are a licensed electrical contractor
specializing in commercial electrical installation and stand -by power
industry.
Global Power Group, Inc. is licensed through the California state
contractor's license board and holds a Cr1o. The company is bonded,
has a $1 million dollar pollution policy and liability coverage of $il
million dollars, including a $10 million dollar umbrella policy.
Global Power Group, Inc. is committed to having the most qualified
and best trained staff in our industry. All of electricians are state
certified our generator technicians are hazmat certified and factory
trained.
Our staff is comprised of personnel from both generator and
electrical companies with an average of 15+ years of perience. We
have highly trained generator technician and electrician crews
capable of handling our customers' needs for generator and ATS
installations, UPS systems, preventative maintenance, repairs, system
monitoring, rentals, electrical upgrades, and refueling services. Any
commercial electrical needs including job site temporary power.
To better meet the needs of our customers, our company also
provides 24 hour emergency service, including rentals. Our fleet of
vehicles includes 4 wheel drive service trucks as well as a 4 wheel
drive crane and a 1,000 gallon fuel truck, which gives us the ability to
respond to any job environment. Our state of the art equipment
includes power quality monitors, fuel polishers, load banks, and one
of the most advanced infra -red cameras in the industry. We can also
provide our customers with instant updates on all projects from the
job site via our web -based management system.
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• Our goal is to utilize our experience and expertise to provide our
customers with the highest quality service available in the industry.
Whether you need an emergency fuel delivery or a complete design -
build turn -key installation, we can satisfy your needs.
Some of our current clients include the following companies:
The Augustine Company
Vidavich Construction
City of Vista
Biosite
Toys R Us
City of Chula Vista
Barona
Verizon
City of Newport Beach
Viejas
Nextel
City of San Diego
Adelphia
Cingular
City of Escondido
SDG&E
Sempra Energy
County of San Diego
Hilton
Hitachi
City of Poway
Lowes
Motorola
Cal Trans
Army
Navy
Golden Acorn
Embassy Suites
Marriot
City of Carlsbad
Enernoc
Imperial Irrigation
District
Local health care clients include:
Pioneer Hospital
Health South
El Centro Regional
. Medical Cntr.
Kindred Hospital
Alvarado Hospital UTC Surgery
Center
RB Surgery Center
Golden Triangle
Surgicenter
Sydney Kimmel Cancer Center
The background and experience of the Global Power Group, Inc.
Corporate Officers, Support Staff, Generator Technicians, and
Electricians is vast and varied. Our entire staff is looking forward to
the opportunity to be of service to you. Enclosed please find a line
card which describes some of the other services we provide. Please
give me a call if you would like to meet or if you have any questions or
comments.
Sincerely,
Len Prowse 1prowseagpgpower.com
619 - 438-8595
202 Greenfield Drive, Suite C, El Cajon, CA 92020
www.globalpowergroup.net
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EXHIBIT IF
•
Global Power
GROUP. IMC.
To Whom It May Concern:
Power guaranties our labor rates from March 10, 2008 to March 10, 2010.
`�.. •
Lerr Pmwse
National Accounts Manager
Global Power Group Inc.
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Contract Rate Standard Rate
Labor ST
$ 85.00
95.00
Labor OT
$ 127.50
$ 142.50
Labor DT
$ IMOO
$ 190.00
Labor Holiday
$ 235.00
$ 265.00
Mileaaa First
$ 1.00
$ 1.25
Shop STk, OT*, Dr Are Same As Standard
Rates
$ 95.00
$ 95,00
Electrical
$ 80.00
$ 85.00
Fuel Deliveries ST under 60 gal
$ 45.00
$ 45.00
Fuel Deliveries ST Over 50 al
No Charge
No Charge
Fuel Deliveries OT & Saturday
$ 60.00
$ 60.00
Fuel Deliveries Sunday
$75.00
$90
Fuel Deliveries Holiday
$ 185.00
$ 235m00
Rentals Delivery ST**
$ 75.00
$ 76.00
Rentals Delivery Or*
$ 11210
$ 112.50
Rentals Delivery DT**
$ 150.00
$ 150.00
Load Bank Testing (0-1 OOkW)***
$ 125.00
$ 175.00 ,
,7
Load Bank Testing 101.600kW * **
$ 175.00
$ 225.00
Load Bank Testing 601- 1000kW " **
$ 225.00
$ 275.00
Load Bank Testin 1000- 1600kW * "«
$ 275.00
$ 325.00
Load Bank Testin 1601- 2600kW * **
$ 375.00
$ 425.00
Fuel Polish (per hour)****
$ 120.00
$ 120.00
Hazardous Waste Disposal
*
3% of all billable parts and labor NTE $30.00
1 Llnnr Minimum
"* No Mileage Charge
Per Hour Portal to Portal Per Day, During Normal Business Hours.
The First 2 Filters Are Included: Each Additional Filter is $25.00
All Pricing is Per Hour
•
PROFESSIONAL SERVICES AGREEMENT WITH
GLOBAL POWER GROUP, INC. FOR ON -CALL
GENERATOR SERVICES
THIS AGREEMENT is made and entered into as of this 1 day of October,
2007, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation
( "City "), and GLOBAL POWER GROUP, INC., a California corporation whose address
is 202 Greenfield Drive, Suite C, El Cajon, California 92020 ( "Contractor "), and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. City has a need for on -call assistance for Generator Service.
C. City desires to engage Contractor to perform on -call generator services in
various locations and for various City facilities.
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of this firm for purposes of contact shall be Salvatore
Martorana ( President), and Len Prowse (National Account Manager).
F. City has solicited and received a proposal from Contractor, has reviewed the
previous experience and evaluated the expertise of Contractor, and desires to
retain Contractor to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
Parties as follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30th day of March, 2008, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Contractor shall provide "On -Call" generator services as described in the
Statement of Qualifications attached as Exhibit "A." Upon verbal or written
request from the Project Administrator, Contractor shall provide a letter proposal
for services requested by the City (hereinafter referred to as the "Letter
Proposal "). The Letter Proposal shall include the following:
A. A detailed description of the services to be provided;
B. The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
C. The estimated number of hours and cost to complete the services; and
D. The time needed to finish the specific project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Contractor to perform the services in a diligent and timely manner
may result in termination of this Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due
to causes beyond Contractor's reasonable control. However, in the case of any
such delay in the services to be provided for the Project, each party hereby
agrees to provide notice to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant
reasonable time extensions for unforeseeable delays that are beyond
Contractor's control.
3.2 For all time periods not specifically set forth herein, Contractor shall
respond in the most expedient and appropriate manner under the
circumstances, by telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
City shall pay Contractor for the services on a time and expense not -to- exceed
basis, in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit "B" and incorporated herein by
reference.
K
No rate changes shall be made during the term of this Agreement without the prior
written approval of the City. Contractor's compensation for services performed in
accordance with this Agreement, including all reimbursable items and
subconsultant fees, shall not exceed the fees identified in the Letter Proposal, as
approved by the Project Administrator. Any Letter Proposal that sets forth fees in
excess of Thirty Thousand Dollars and No Cents ($30,000.00) shall require a
separate Professional Service Agreement approved by per Council Policy F -14.
4.1 Contractor shall submit monthly invoices to City describing the work
performed the preceding month. Contractor's bills shall include the name
of the person and /or classification of employee who performed the work, a
brief description of the services performed and /or the specific task in the
letter proposal to which it relates, the date the services were performed,
the number of hours spent on all work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Contractor
no later than thirty (30) days after approval of the monthly invoice by City
staff.
4.2 City shall reimburse Contractor only for those costs or expenses
specifically approved in the Letter Proposal. Unless otherwise approved,
such costs shall be limited and include nothing more than the following
costs incurred by Contractor:
A. The actual costs of subconsultants for performance of any of the
services that Contractor agrees to render pursuant to this
Agreement and the Letter Proposal, which have been approved in
advance by City and awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Contractor in the
performance of this Agreement.
4.3 Contractor shall not receive any compensation for Extra Work without the
prior written authorization of City. As used herein, "Extra Work" means
any work that is determined by City to be necessary for the proper
completion of the Project, but which is not included within the Letter
Proposal and which the parties did not reasonably anticipate would be
necessary. Compensation for any authorized Extra Work shall be paid in
accordance with the Schedule of Billing Rates set forth in Exhibit B.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
3
times during the Agreement term. Contractor has designated Len Prowse to be
its Project Manager. Contractor shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval
shall not be unreasonably withheld with respect to the removal or assignment of
non -key personnel.
Contractor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
If Contractor is performing inspection or construction management services for
City, the Project Manager and any other assigned staff shall be equipped with a
Nextel Plus type cellular /direct connect unit to communicate with City staff.
Consultant's Nextel Direct Connect I.D. number will be provided to City to be
programmed into City Nextel units, and vice versa.
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. George
Murdoch shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his /her authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
A. Provide access to, and upon request of Contractor, one copy of all
existing relevant information on file at City. City will provide all such
materials in a timely manner so as not to cause delays in Contractor's
work schedule.
B. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and
C!
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City, nor
have any contractual relationship with City. By delivery of completed
work, Contractor certifies that the work conforms to the requirements of
this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Contractor represents and warrants to City that it has or shall obtain all
licenses, permits, qualifications, insurance and approvals of whatsoever
nature that are legally required of Contractor to practice its profession.
Contractor further represents and warrants to City that Contractor shall, at
its sole cost and expense, keep in effect or obtain at all times during the
term of this Agreement, any and all licenses, permits, insurance and other
approvals that are legally required of Contractor to practice its profession.
Contractor shall maintain a City of Newport Beach business license during
the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be
responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of City
to furnish timely information or to approve or disapprove Contractor's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
8.4 The term Construction Management or Construction Manager does not
imply that Contractor is engaged in any aspect of the physical work of
construction contracting. Contractor shall not have control over or be in
charge of and shall not be responsible for the project's design, City's
project contractor ( "Contractor "), construction means, methods,
techniques, sequences or procedures, or for any health or safety
precautions and programs in connection with the work. These duties are
and shall remain the sole responsibility of the Contractor. Contractor shall
not be responsible for the Contractors' schedules or failure to carry out the
work in accordance with the contract documents. Contractor shall not
have control over or be responsible for acts or omissions of City, Design
Engineer, Contractor, Subcontractors, or their Agents or employees, or of
any other persons performing portions of the work.
9. HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents
and employees (collectively, the "Indemnified Parties ") from and against any and
all claims (including, without limitation, claims for bodily injury, death or damage
to property), demands, obligations, damages, actions, causes of action, suits,
losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind
and nature whatsoever (individually, a Claim; collectively, "Claims "), which may
arise from or in any manner relate (directly or indirectly) to any work performed or
services provided under this Agreement including, without limitation, defects in
workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers,
consultants, subcontractors, anyone employed directly or indirectly by any of
them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Contractor to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity 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 the Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis
and Contractor is not an agent or employee of City. The manner and means of
conducting the work are under the control of Contractor, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Contractor or any of Contractor's employees or agents, to be the agents or
employees of City. Contractor shall have the responsibility for and control over
the means of performing the work, provided that Contractor is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Contractor as to the details of the performance or to
exercise a measure of control over Contractor shall mean only that Contractor
shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
interest in the work to be performed. City agrees to cooperate with the
Contractor on the Project.
9
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her
duly authorized designee informed on a regular basis regarding the status and
progress of the work, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement
of work, Contractor shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Contractor shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City's at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
1. Workers' Compensation Coverage. Contractor shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Contractor shall require each
subcontractor to similarly maintain Workers' Compensation
7
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Contractor for City.
2. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
3. Automobile Liability Coverage. Contractor shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Contractor arising out of or in connection with
work to be performed under this Agreement, including coverage for
any owned, hired, non -owned or rented vehicles, in an amount not
less than one million dollars ($1,000,000) combined single limit for
each occurrence.
4. Professional Errors and Omissions Insurance. Contractor shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
1. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Contractor.
2. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Contractor's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
3. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
4. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
5. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
6. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Contractor's performance under this Agreement.
G. Additional Insurance. Contractor shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Contractor, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Contractor is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Contractor. Control means fifty
percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
0
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Contractor. Assignments of any or all rights, duties or obligations of the
Contractor under this Agreement will be permitted only with the express written
consent of City. Contractor shall not subcontract any portion of the work to be
performed under this Agreement without the written authorization of City.
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Contractor, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Contractor or any other party. Contractor shall, at Contractor's
expense, provide such Documents to City upon written request.
Documents, including drawings and specifications, prepared by Contractor
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed documents
for other projects and any use of incomplete documents without specific written
authorization from Contractor will be at City's sole risk and without liability to
Contractor. Further, any and all liability arising out of changes made to
Contractor's deliverables under this Agreement by City or persons other than
Contractor is waived against Contractor and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
19. OPINION OF COST
Any opinion of the construction cost prepared by Contractor represents his
judgment as a design professional and is supplied for the general guidance of
City. Since Contractor has no control over the cost of labor and material, or over
competitive bidding or market conditions, Contractor does not guarantee the
accuracy of such opinions as compared to contractor bids or actual cost to City.
10
20. RECORDS
Contractor shall keep records and invoices in connection with the work to be
performed under this Agreement. Contractor shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Contractor to this Agreement. All such records shall be
clearly identifiable. Contractor shall allow a representative of City to examine,
audit and make transcripts or copies of such records during regular business
hours. Contractor shall allow inspection of all work, data, documents,
proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
21. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute
with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor
shall not discontinue work as a result of such withholding. Contractor shall have
an immediate right to appeal to the City Manager or his designee with respect to
such disputed sums. Contractor shall be entitled to receive interest on any
withheld sums at the rate of return that City earned on its investments during the
time period, from the date of withholding of any amounts found to have been
improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Contractor, the additional design, construction and /or
restoration expense shall be borne by Contractor. Nothing in this paragraph is
intended to limit City's rights under any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such
persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this Agreement, and (2) prohibits such
persons from making, or participating in making, decisions that will foreseeably
financially affect such interest.
11
If subject to the Act, Contractor shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for termination of
this Agreement by City. Contractor shall indemnify and hold harmless City for
any and all claims for damages resulting from Contractor's violation of this
Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from
Contractor to City shall be addressed to City at:
George Murdoch
Utilities Department
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 - 644 -3011
Fax: 949 - 646 -5204
All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Len Prowse
National Accounts Manager
Global Power Group, Ind.
202 Greenfield Drive, Suite C
El Cajon, CA 92020
Phone: 619- 579 -1221
Fax: 619- 579 -1166
26. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar
days are reasonably required to cure the default and the defaulting party fails to
give adequate assurance of due performance within two (2) calendar days after
receipt of written notice of default, specifying the nature of such default and the
steps necessary to cure such default, the non - defaulting party may terminate the
Agreement forthwith by giving to the defaulting party written notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
12
seven (7) calendar days' prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractor for services satisfactorily
performed and costs incurred up to the effective date of termination for which
Contractor has not been previously paid. On the effective date of termination,
Contractor shall deliver to City all reports and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
27. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes,
ordinances, regulations and requirements of all governmental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted.
In addition, all work prepared by Contractor shall conform to applicable City,
county, state and federal laws, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28. WAIVER
A waiver by either party of any breach, of any term, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
29. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the Parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
30. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Contractor and City and approved as to form by the City
Attorney.
32. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
13
33. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
34. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
35. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
Aaron`C. Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By i
LaVonne Harkless,
City Clerk
CITY OF NI
A Municipal
Utilities Director
for the City of N,
CONSULTAN'
Beach
Attachments: Exhibit A — Statement of Qualifications
Exhibit B — Schedule of Billing Rates
15
i
September 25, 2007
George Murdoch
Operations Manager
City of Newport Beach Utilities Department
949 W. 16th Street
Newport Beach, CA 92663
RE: Planned Maintenance Agreement Proposal
City of Newport Beach Utilities Department - Emergency Power System
Dear George,
Thank you for allowing Global Power Group Inc. (GPG) the opportunity to provide this proposal for the preventive
maintenance at your facilities. GPG offers a more interactive option to the traditional preventive maintenance plan.
Our goal is to provide a premium level of preventive maintenance service following standards established by most
major generator manufacturers. As a GPG Contract Customer you and your staff will be able to view the current
status as well as selected history of your emergency power systems history via a secured Web Based Service
Management System. You will be able to view the information on line anywhere you have access to the internet.
This feature eliminates the need to contact us for basic account info as well as any fluid sample or equipment
operating history.
■ We offer 24 hour service 7 Days a week
■ We deliver #2 EPA diesel fuel with our own diesel fuel delivery truck.
■ We hold a current C -10 Electrical Contractors License.
■ We provide assistance with Engine Emissions information and APCD Registration,
■ We are a certified DOT Drug Free Workplace with random monthly testing.
■ We employ Factory Trained Generator Service Engineers
■ Our technicians are Hazmat Certified to Iegall haul specified amounts of hazardous wastes.
■ We own fully equipped late model service trucks ready to respond at a moments notice.
We will work with your staff to keep your Emergency Power System operating as safely and reliably as possible.
In addition we will constantly keep you abreast of any changes in local environmental and safety codes and potential
problems that could jeopardize the stand -by reliability of your equipment.
Please read the contract completely. Note the "Customer Worksheet" and various billing options. Should the
terms of this contract meet with your approval, please sign one copy, and return it to the above address. But If
you have questions or concerns about this proposal, I would like to meet with you in the near future and provide a
proposal that will better meet your needs.
Sincerely,
Len Prowse
National Account Manager
Page- 1 - of 20
Planned Maintenance Proposal - Scope of Work
For
City of Newport Beach Utilities Department
Date: September 25, 2007
Attention: George Murdoch
This proposal is a Preventive Maintenance Program for the emergency power system at City of Newport Beach
Utilities Department. The maintenance will consist of three (3) Quarterly Inspections and one (1) Annual Oil and
Filter Change. All of the following Inspections and Services will be performed during regular business hours unless
noted otherwise in this agreement.Four (4) times per year during the term that this agreement remains in effect. In
between services it is the owner /operator's responsibility to check battery water level, oil level, coolant level, and
general condition of the equipment.
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Quarterly Inspections
Enclosure
Inspect installation for obstructions or debris
Inspect enclosure for corrosion or openings
Batteries
Starting batteries will be c leaned,
Electrolyte levels and specific gravity will be checked
Battery load test will be performed
Reports made for recharging or replacing
Battery charging system will be checked for proper operation.
Fuel System
Above ground diesel fuel tanks and lines will be inspected for defects.
Critical fuel levels will be noted
Refueling will be ordered when fuel is below 90%
Enoine
Check for fuel, oil or coolant leaks
All fluid levels will be checked and topped -off as necessary. (Fuel not included)
Governor system and linkage will be checked for binding and proper operation
Air cleaners will be checked and if necessary recommendations made for replacement.
Engine block heater(s) and associated plumbing will be checked for proper operation.
All belts will be checked for proper tension, signs of age and wear
Cooling System
Radiator will be checked externally for debris, leaks or corrosion
Coolant will be tested with a coolant test strip
Internal condition of cooling system noted
Radiator Cap will be checked for proper seal
Cooling system hoses will be checked
Generator Controller
Check electrical connections and wiring for any abrasion or chaffing
Check switches and gauges
Check panel lights
Switch_gear
Automatic transfer switches will be visually inspected
- 1 -
Page - 2 - of 20
Panel lights and displays will be checked
Planned Maintenance Proposal - Scope of Work
For
City of Newport Beach Utilities Department (Continued)
Operational Generator Checks
GPG Service Engineer will enter running time meter start time in logbook
Generator breaker will be opened
Generator set will be started
Equipment will be checked for abnormal speed, operation, vibration and noises
Engine and control gauges will be observed for proper operation
Check voltage and frequency outputs
All readings will be recorded
Electrical and mechanical shutdowns will be tested
Generator will be shut down, generator run time log entry made
Annual Maintenance Services (Once per year)
Perform the inspections noted above
Change engine lubricating oil and oil filters
Change engine fuel filters
Change engine air cleaner element. (s)
Change water filters and coolant conditioners when used
Obtain oil sample for analysis by fluid testing laboratories
Obtain coolant sample for analysis by fluid testing laboratories
Dispose of hazardous wastes from our maintenance service
Pre — departure Procedure
Service engineer will apply touch up paint, if necessary
Preserve reasonable overall appearance of equipment
Customer representative will be instructed on upkeep procedures
Report condition of the components tested to the customer representative
Note any recommendations for repairs that are needed
If there are any problems encountered during the planned maintenance service visit they will be brought to the
attention of the owner /operator. Repairs will only be made after proper authorization from owner /operator is given to
the technician. Labor will be billed at reduced special contract labor rates depending upon when the service is to be
performed.
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- 2 -
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CL
PROFESSIONAL SERVICES AGREEMENT WITH
GLOBAL POWER GROUP, INC. FOR ON -CALL
GENERATOR SERVICES
THIS AGREEMENT is made and entered into as of this 15 day of May, 2006, by and
between the CITY OF NEWPORT BEACH, a municipal corporation ( "City "), and GLOBAL
POWER GROUP INC., a California corporation whose address is 202 Greenfield Drive Suite C,
El Cajon, California 92020, ( "Contractor ") and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the
State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of City.
B. City has a need for on -call assistance for Generator Service.
C. City desires to engage Contractor to perform on -call generator services in various
locations and for various City facilities.
D. Contractor possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal members of this firm for purposes of contact, shall be Salvatore Martorana
(President), and Len Prowse (National Account Manager).
F. City has solicited and received a proposal from the Contractor and have reviewed the
previous experience and evaluated the expertise of the Contractor, and desires to retain
the Contractor to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and is open for
renewal annually [twelve months from commencement], unless terminated earlier as set
forth herein.
2. SERVICES TO BE PERFORMED
Contractor shall provide "On -Call' generator services as described in the Statement of
Qualifications attached as Exhibit "A." Upon verbal or written request from the Project
Administrator, Contractor shall provide a letter proposal for services requested by the
City (hereinafter referred to as the "Letter Proposal "). The Letter Proposal shall include
the following:
(a) A detailed description of the services to be provided;
(b) The position of each person to be assigned to perform the services, and
the name of the individuals to be assigned, if available;
(c) The estimated number of hours and cost to complete the services;
(d) The time needed to finish the project.
No services shall be provided until the Project Administrator has provided written
acceptance of the Letter Proposal. Once authorized to proceed, Contractor shall
diligently perform the duties in the approved Letter Proposal.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and the
services shall be performed to completion in a diligent and timely manner. The failure
by Contractor to perform the services in a diligent and timely manner may result in
termination of this Agreement by City.
Notwithstanding the foregoing, Contractor shall not be responsible for delays due to
causes beyond Contractor's reasonable control. However, in the case of any such delay
in the services to be provided for the Project, each party hereby agrees to provide notice
to the other party so that all delays can be addressed.
3.1 Contractor shall submit all requests for extensions of time for performance in
writing to the Project Administrator not later than ten (10) calendar days after the
start of the condition that purportedly causes a delay. The Project Administrator
shall review all such requests and may grant reasonable time extensions for
unforeseeable delays that are beyond Contractor's control.
3.2 For all time periods not specifically set forth herein, Contractor shall respond in
the most expedient and appropriate manner under the circumstances, by
telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONTRACTOR
City shall pay Contractor for the services on a time and expense not -to- exceed basis, in
accordance with the provisions of this Section and the Schedule of Billing rates attached
hereto as Exhibit "B" and incorporated herein by reference.
No rate changes shall be made during the term of this Agreement without the prior written
approval of the City. Contractor's compensation for services performed in accordance
with this Agreement, including all reimbursable items and subcontractor fees, shall not
exceed the fees identified in the Letter Proposal, as approved by the Public Works
Department. Any Letter Proposal that sets forth fees in excess of Thirty Thousand Dollars
and No Cents ($30,000.00) shall require a separate Professional Service Agreement
approved by City Council per Council Policy F -14.
4.1 Contractor shall submit monthly invoices to City describing the work performed
the preceding month. Contractor's bills shall include the name of the person
and /or classification of employee who performed the work, a brief description of
the services performed and /or the specific task in the letter proposal to which it
relates, the date the services were performed, the number of hours spent on all
work billed on an hourly basis, and a description of any reimbursable
K
expenditures. City shall pay Contractor no later than thirty (30) days after
approval of the monthly invoice by City staff.
4.2 City shall reimburse Contractor only for those costs or expenses specifically
approved in the Letter Proposal. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by Contractor:
A. The actual costs of subcontractors for performance of any of the services
that Contractor agrees to render pursuant to this Agreement and the
Letter Proposal, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically authorized in
advance in writing and incurred by Contractor in the performance of this
Agreement.
4.3 Contractor shall not receive any compensation for Extra Work without the prior
written authorization of City. As used herein, "Extra Work" means any work that
is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Letter Proposal and which the parties did not
reasonably anticipate would be necessary. Compensation for any authorized
Extra Work shall be paid in accordance with the Schedule of Billing Rates set
forth in Exhibit B.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during
the Agreement term. Contractor has designated LEN PROWSE to be its Project
Manager. Contractor shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
Contractor, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Contractor warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
If Contractor is performing inspection or construction management services for City, the
Project Manager and any other assigned staff shall be equipped with a Nextel Plus type
cellular /direct connect unit to communicate with City staff. Contractor's Nextel Direct
Connect I.D. number will be provided to City to be programmed into City Nextel units,
and vice versa.
3
6. ADMINISTRATION
This Agreement will be administered by the Utilities Department. GEORGE MURDOCH
shall be the Project Administrator and shall have the authority to act for City under this
Agreement. The Project Administrator or his /her authorized representative shall
represent City in all matters pertaining to the services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Contractor in the execution of its responsibilities under this Agreement,
City agrees to, where applicable:
A. Provide access to, and upon request of Contractor, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely
manner so as not to cause delays in Contractor's work schedule.
B. Provide blueprinting and other services through City's reproduction company for
bid documents. Contractor will be required to coordinate the required bid
documents with City's reproduction company. All other reproduction will be the
responsibility of Contractor and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the professional and
technical personnel required to perform the services required by this Agreement,
and that it will perform all services in a manner commensurate with community
professional standards. All services shall be performed by qualified and
experienced personnel who are not employed by City, nor have any contractual
relationship with City.
8.2 Contractor represents and warrants to City that it has or shall obtain all licenses,
permits, qualifications, insurance and approvals of whatsoever nature that are
legally required of Contractor to practice its profession. Contractor further
represents and warrants to City that Contractor shall, at its sole cost and
expense, keep in effect or obtain at all times during the term of this Agreement,
any and all licenses, permits, insurance and other approvals that are legally
required of Contractor to practice its profession. Contractor shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible
for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely
information or to approve or disapprove Contractor's work promptly, or delay or
faulty performance by City, contractors, or governmental agencies.
12
8.4 The term Construction Management or Construction Manager does not imply
that Contractor is engaged in any aspect of the physical work of construction
contracting. Contractor shall not have control over or be in charge of and shall
not be responsible for the project's design, City's project contractor
( "Contractor "), construction means, methods, techniques, sequences or
procedures, or for any health or safety precautions and programs in connection
with the work. These duties are and shall remain the sole responsibility of the
Contractor. Contractor shall not be responsible for the Contractors' schedules or
failure to carry out the work in accordance with the contract documents.
Contractor shall not have control over or be responsible for acts or omissions of
City, Design Engineer, Contractor, Subcontractors, or their Agents or employees,
or of any other persons performing portions of the work.
9. HOLD HARMLESS
To the fullest extent permitted by law, Contractor shall indemnify, defend and hold
harmless City, its City Council, boards and commissions, officers, agents and
employees (collectively, the "Indemnified Parties ") from and against any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments,
fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's
fees, disbursements and court costs) of every kind and nature whatsoever (individually,
a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or
indirectly) to any work performed or services provided under this Agreement (including,
without limitation, defects in workmanship or materials and /or design defects [if the
design originated with Contractor]) or Contractor's presence or activities conducted on
the Project (including the negligent and /or willful acts, errors and /or omissions of
Contractor, its principals, officers, agents, employees, vendors, suppliers, contractors,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require Contractor
to indemnify the Indemnified Parties from any Claim arising from the sole negligence or
willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be
construed as authorizing any award of attorney's fees in any action on or to enforce the
terms of this Agreement. This indemnity 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 the Contractor.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Contractor on an independent contractor basis and
Contractor is not an agent or employee of City. The manner and means of conducting
the work are under the control of Contractor, except to the extent they are limited by
statute, rule or regulation and the expressed terms of this Agreement. Nothing in this
Agreement shall be deemed to constitute approval for Contractor or any of Contractor's
employees or agents, to be the agents or employees of City. Contractor shall have the
responsibility for and control over the means of performing the work, provided that
Contractor is in compliance with the terms of this Agreement. Anything in this
5
Agreement that may appear to give City the right to direct Contractor as to the details of
the performance or to exercise a measure of control over Contractor shall mean only
that Contractor shall follow the desires of City with respect to the results of the services.
11. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to
be performed. City agrees to cooperate with the Contractor on the Project.
12. CITY POLICY
Contractor shall discuss and review all matters relating to policy and project direction
with City's Project Administrator in advance of all critical decision points in order to
ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Contractor is responsible for keeping the Project Administrator and /or his /her duly
authorized designee informed on a regular basis regarding the status and progress of
the work, activities performed and planned, and any meetings that have been scheduled
or are desired.
14. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term
of this Agreement, a policy or policies of liability insurance of the type and amounts
described below and in a form satisfactory to City.
A. Certificates of Insurance. Contractor shall provide certificates of insurance with
original endorsements to City as evidence of the insurance coverage required
herein. Insurance certificates must be approved by City's Risk Manager prior to
commencement of performance or issuance of any permit. Current certification
of insurance shall be kept on file with City at all times during the term of this
Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its behalf
shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
9
D. Coverage Requirements.
Workers' Compensation Coverage. Contractor shall maintain Workers'
Compensation Insurance and Employer's Liability Insurance for his or her
employees in accordance with the laws of the State of California. In
addition, Contractor shall require each subcontractor to similarly maintain
Workers' Compensation Insurance and Employer's Liability Insurance in
accordance with the laws of the State of California for all of the
subcontractor's employees. Any notice of cancellation or non - renewal of
all Workers' Compensation policies must be received by City at least
thirty (30) days prior to such change. The insurer shall agree to waive all
rights of subrogation against City, its officers, agents, employees and
volunteers for losses arising from work performed by Contractor for City.
2. General Liability Coverage. Contractor shall maintain commercial
general liability insurance in an amount not less than Two Million Dollars
($2,000,000) per occurrence for bodily injury, personal injury, and
property damage, including without limitation, contractual liability. If
commercial general liability insurance or other form with a general
aggregate limit is used, either the general aggregate limit shall apply
separately to the work to be performed under this Agreement, or the
general aggregate limit shall be at least twice the required occurrence
limit.
3. Automobile Liability Coverage. Contractor shall maintain automobile
insurance covering bodily injury and property damage for all activities of
the Contractor arising out of or in connection with work to be performed
under this Agreement, including coverage for any owned, hired, non -
owned or rented vehicles, in an amount not less than One Million Dollars
($1,000,000) combined single limit for each occurrence.
4. Professional Errors and Omissions Insurance. Contractor shall maintain
professional errors and omissions insurance, which covers the services to
be performed in connection with this Agreement in the minimum amount
of One Million Dollars ($1,000,000).
D. Endorsements. Each general liability and automobile liability insurance policy
shall be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees, agents
and volunteers are to be covered as additional insured with respect to
liability arising out of work performed by or on behalf of the Contractor.
This policy shall be considered primary insurance as respects to City, its
elected or appointed officers, officials, employees, agents and volunteers
as respects to all claims, losses, or liability arising directly or indirectly
from the Contractor's operations or services provided to City. Any
insurance maintained by City, including any self- insured retention City
may have, shall be considered excess insurance only and not
contributory with the insurance provided hereunder.
7
15.
16.
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with respect
to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected or
appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to City, its elected or appointed officers,
officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended, voided,
canceled, or reduced in coverage or in limits, by either party except after
thirty (30) days written notice has been received by City.
A. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claim
made or suit instituted arising out of or resulting from Contractor's performance
under this Agreement.
B. Additional Insurance. Contractor shall also procure and maintain, at its own cost
and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be provided
under this Agreement shall not be assigned, transferred contracted or subcontracted out
without the prior written approval of City. Any of the following shall be construed as an
assignment: The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Contractor, or of the interest of any general partner or joint
venture or syndicate member or cotenant if Contractor is a partnership or joint- venture
or syndicate or cotenancy, which shall result in changing the control of Contractor.
Control means fifty percent (50 %) or more of the voting power, or twenty -five percent
(25 %) or more of the assets of the corporation, partnership or joint- venture.
SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of Contractor.
Assignments of any or all rights, duties or obligations of the Contractor under this
Agreement will be permitted only with the express written consent of City. Contractor
shall not subcontract any portion of the work to be performed under this Agreement
without the written authorization of City.
0
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing produced
(hereinafter "Documents "), prepared or caused to be prepared by Contractor, its
officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole
right to use such materials in its discretion without further compensation to Contractor or
any other party. Contractor shall, at Contractor's expense, provide such Documents to
City upon written request.
Documents, including drawings and specifications, prepared by Contractor pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or others
on any other project. Any use of completed documents for other projects and any use
of incomplete documents without specific written authorization from Contractor will be at
City's sole risk and without liability to Contractor. Further, any and all liability arising out
of changes made to Contractor's deliverables under this Agreement by City or persons
other than Contractor is waived against Contractor and City assumes full responsibility
for such changes unless City has given Contractor prior notice and has received from
Contractor written consent for such changes.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential unless City authorizes the release of information.
19. OPINION OF COST
Any opinion of the construction cost prepared by Contractor represents his judgment as
a design professional and is supplied for the general guidance of City. Since Contractor
has no control over the cost of labor and material, or over competitive bidding or market
conditions, Contractor does not guarantee the accuracy of such opinions as compared
to contractor bids or actual cost to City.
20. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed
under this Agreement. Contractor shall maintain complete and accurate records with
respect to the costs incurred under this Agreement and any services, expenditures and
disbursements charged to City, for a minimum period of three (3) years, or for any
longer period required by law, from the date of final payment to Contractor to this
Agreement. All such records shall be clearly identifiable. Contractor shall allow a
representative of City to examine, audit and make transcripts or copies of such records
during regular business hours. Contractor shall allow inspection of all work, data,
documents, proceedings and activities related to the Agreement for a period of three (3)
years from the date of final payment under this Agreement.
9
21. WITHHOLDINGS
City may withhold payment of any disputed sums until satisfaction of the dispute with
respect to such payment. Such withholding shall not be deemed to constitute a failure
to pay according to the terms of this Agreement. Contractor shall not discontinue work
as a result of such withholding. Contractor shall have an immediate right to appeal to
the City Manager or his designee with respect to such disputed sums. Contractor shall
be entitled to receive interest on any withheld sums at the rate of return that City earned
on its investments during the time period, from the date of withholding of any amounts
found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Contractor which result in expense to City greater than what would have
resulted if there were not errors or omissions in the work accomplished by Contractor,
the additional design, construction and /or restoration expense shall be borne by
Contractor. Nothing in this paragraph is intended to limit City's rights under any other
sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS
City reserves the right to employ other Contractors in connection with the Project.
24. CONFLICTS OF INTEREST
The Contractor or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the work performed
under this Agreement, and (2) prohibits such persons from making, or participating in
making, decisions that will foreseeably financially affect such interest.
If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to
do so constitutes a material breach and is grounds for termination of this Agreement by
City. Contractor shall indemnify and hold harmless City for any and all claims for
damages resulting from Contractor's violation of this Section.
25. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when
delivered personally, or on the third business day after the deposit thereof in the United
States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All
notices, demands, requests or approvals from Contractor to City shall be addressed to
City at:
George Murdoch
(Acting Operations Manager)
Utilities Department
City of Newport Beach
ire
3300 Newport Boulevard
Newport Beach, CA, 92658 -8915
Phone: 949 - 644 -3011
Fax: 949 - 718 -3522
All notices, demands, requests or approvals from City to Contractor shall be addressed to
Contractor at:
Len Prowse
National Accounts Manager
Global Power Group, Inc.
202 Greenfield Drive, Suite C
El Cajon, CA. 92020
Phone: 619 - 579 -1221
Fax: 619- 579 -1166
26. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of this
Agreement at the time and in the manner required, that party shall be deemed in default
in the performance of this Agreement. If such default is not cured within a period of two
(2) calendar days, or if more than two (2) calendar days are reasonably required to cure
the default and the defaulting party fails to give adequate assurance of due performance
within two (2) calendar days after receipt of written notice of default, specifying the
nature of such default and the steps necessary to cure such default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
Notwithstanding the above provision, City shall have the right, at its sole discretion and
without cause, of terminating this Agreement at any time by giving seven (7) calendar
days' prior written notice to Contractor. In the event of termination under this Section,
City shall pay Contractor for services satisfactorily performed and costs incurred up to
the effective date of termination for which Contractor has not been previously paid. On
the effective date of termination, Contractor shall deliver to City all reports and other
information developed or accumulated in the performance of this Agreement, whether in
draft or final form.
27. COMPLIANCE WITH ALL LAWS
Contractor shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal, state,
county or municipal, whether now in force or hereinafter enacted. In addition, all work
prepared by Contractor shall conform to applicable City, county, state and federal laws,
regulations and permit requirements and be subject to approval of the Project
Administrator and City.
11
28. WAIVER
A waiver by either party of any breach, of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition contained herein, whether of the same or a different
character.
29. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or nature
whatsoever between the Parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions herein.
30. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the
Scope of Services or any other attachments attached hereto, the terms of this
Agreement shall govern.
31. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by
both Contractor and City and approved as to form by the City Attorney.
32. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
33. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating
to it and any action brought relating to this Agreement shall be adjudicated in a court of
competent jurisdiction in the County of Orange.
34. EQUAL OPPORTUNITY EMPLOYMENT
Contractor represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
12
35. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise
apply.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day
and year first written above.
APPROVED AS TO FORM:
C.
Aaron Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
Bra:
LaVonne Harkless,
City Clerk
CITY OF NEWPORT BEACH
A Municipal Corporation
By: / a a� '
Pete Antista
Director of Utilities
for the City of Newport Beach
CONTRACTOW
By:_
(C e Officer)
Title: r\? -�,t S—ev
Print Name:
(Financial Officer)
Title: ao
Print Name: G i- ce�x*
Attachments: Exhibit A — Statement of Qualifications / Letter Proposal
Exhibit B — Schedule of Billing Rates
13
EXHIBIT "A"
April 4., 2006'
George Murdock
qpef-aliens Manager
City of Ne�-�poit Beach, Utilifics Deparbment
949 IN 16th Stmet
Newport Beach, CA 92663
RE.- Planned MaIntenarice, Aq emerd Pnoposal
re
CiPl of Newport Beach Utilities Department - Emergency Power System
Gear George,
Thank you for afloi-Vrig Gfoba I Povve-rG7foiq-, h7c, ((-PG.) the appoftunily to pro vyde thisproposcV Ior Me gr-oventive.
Maintenanix all your facAfies.. GP G offers a more interactive apikon to the ftmdificnal preventive traintenaInce plan.
Our goof is !t) prowdP a preadurn, fovet, of Preventive tnaintewancta saillice foYawing stuvdarcjs ps-tab4islied by rr?ursi
As a (,PG Cantr out cays-,tonipr you and your Staff ;Iefll 0,e atria fe, Vie the cur fcml
states at weif as Safecied hislofy of yom- emergency powur systems histor y via a st auLirecl Web Based Service
Management System. You -V141 be atwe to view tire inforrysatiory of? fif?e arTw.17ere you have accoss to, u7p intemet.
hu's ceature 9.nlninstes ecntsct uc 'or basic accoont.11-efo as iljeff as Pny orequipment
Wuuffer 24 hour Fervice i Days aveek
in 'rile deaver#2 EPA dicsel fuel wAh our own diesel Fuel Lielivery truck.
N "VNC- hold a ourrent C -10 E I ectrical Co r1facto rs License.
im 1-,M provOe with En" lire Elli issions information and APGO pegistrarlor'.
■ We arc a certified DOT DTu-o Fre e Wurlkplace with random rnonthly testing,
m 'Ate:; crnphoy Factori Train edGcnef ato r Service Engineers
w OL, ;r technician-: ure-- Hn7rnat Cert-fied to k�A �alk, hatil specified arnowits of vjas:es.
z VVc; c• q,, n,111-y eqLipoeci itat@ -modei se.!,vic- trucks, ready to r-::,,spGnf-.' cii a monlents notice.
A,b mif work with your staff to keep yourLinenjency FlavverSy.3tmi? Operating as svklv and roiabiy as pm, sib"a,
it? adn"It"011, we "./jfl Constantly keep you abre-ast of c?ny uharqe,43 io focai environmenial and -,;afuty codes and paten fi-af
Probbms tbhia" "lle Stand-f,JY refia'N'ity OfyourequiPmenE.
Ple;iSf', Se@G' '178 GOPtFaUt VUFTrrjk?!ely Note the -Customer 9t ark5hcet" and various bjffin� options. Shouid tPe,,
, 'c and return it to the above address. atif ff
m0s of iffis ronfract meet,.?tdth your agoroval, please sign one copy,
You halm questfbnc, Gf COMUCT"IS ahnal this flrqpc;saf� 11 -,amjldfik�� M, fneet t-vdth you in ff-,Te ricer FuLturo zmd orovide a
!Oa-,-p•ssl that 1,v Vi buttrw ynar needs.
Siflcem�rjv,
Leii Prowse
Natiorial A ccotmt Mewwager
kage
"D
Planned Maintenance Proposal - Scope of Work
For
City of Newport each Utilities Department
Date: April 4.. 2006
Attention: George Mardock
TY%is oraoosaNs o Pf evaretivu 'Waintenanice "-Iragawj e.Mr-f-ge;?oy power system AJ City of Newport Bp.ji,-h
Utifities Department. The rriuintenim?ce wfil --onsist od t,'?iree ou.-jntetfy 1nsreruors and one (1) Oi
Fifier Cfiaf;,t,ja Alf or L'hu kvflovvinq "asper""Oms and :5e1-vfCk--Svvj,.f be pewf'Olnr-n-ed durng regular - e3asmess hour,5 apiless,
,,oted roffier,,vif a iry this agmem, ent. Four (4) :irises lxw yoor durifq the{ fufm Met this L-?,pluemen't remains ir, of W
1)e4�1een �ervices it is ff?e ownef/oper din r'3 re's e C' Nan e r-Ly n
ponsihXty to rhecik baffFty -watprievel, off fev .1, ai t,,.v,. a d
gen4v.9i cx)r1'Xon T,)f rfhe
Enclosure
fasofuct instahulibn for o -b-slim-clions or dubr,'s
I I '
f"svecLl eock,&urfu Fuf corrusivn oy' cfxming
's
Batteries
Startin 'a b. fte-rias vvill be mlaap�e'd
Shectrofyie -'evehs and, qrav tyvz 'M u,riut;XCIO,
j9z'if'efy faad lest wiff be pe6ormed
Paporis m2de, for rerhanging rjr rap)armg
So-Utery charging system will be checked for pircaper qperallon.
Fuel System
A
icait-6-ei iavals 'J'ail b
Grit e noted
PuLue-fing itoW be ordered ivhep fuel ;s below 9GIN
En-gin
Ch eck fr-r fuel, ot; n!- ccoi<--irir haaA,.;
.."M fluid I'cv'ois wiff be checked and top ed--o',Lls n9cessar -!e. c
P y� t in
rvpf -n or sy i e m ao, GI 1rr ika, q e vviil; be checked fc;;- bir. d11713
; an=y prope, nparpto,, y
Ar rn-eEnei� 'xdl ,-r c!�e--ked and ORCOS
_Fn
vin_ 31
and associated piumbirp- ne ";r"eGk61d
A# beaf?,s vvii! sari' heckud :ar-proper iterision. siqns ofage and wear
Cooling system
RadiuIer vviij be ^hec' !(erf PXtei-nahly i�of- debr"S. lleaksor
(3-aciaW be tusled with a GOO"an" test S"Flip
f'nternai conaihon of r;ooWr)rjs-ys,.*e,7n •
R.dLator Car. 1,wil ha cl?er-kad
Coc!ing zqvem 117osps ',will be cnieck-aa
Generator Controller
"'17P
ck Plectfir,-jf coomm;Yons ar?d wiring ilor any abr2cioi7 or chaff Og
Cftck Svvitches and ac uce's
Ck 00f'.(9 , Is
Switchgear
AIM'0819DO lr16SJMT ',�w ches btriff be vjsala'�,/ vks�:G�&J
Pare[,Vghts and dispjiay�s bu c,,hockud'
P@gc - 2 - t_1 ...
Planned Maintenance Proposal - SCOPe Of Work
For
",f,_
City of Newport Beach Utilities
perational Generator Checks
G t r P r`r t;di enter r onning Yn-ff" i r e er" Sari ±dd7ie if i 7f]%d ?r�%+
l�d-"�7 �- ri'.+l� .atJrfr�G -r V. d � -
Get?emluf 7reaker> fif be opened
Gvv ratrjr stmt will be, started
�tdt�'!�7 }' 1 [ :r!! be r`!£?GJtf [I i ?r ?f3li�r71 01 Sps, Cj, 57dji t ?2i�t7, 4+':d�fc7irU,fi clrr i ict e
- F ?3rr ?t: 3i?ia ,.,jfiTro' �jclidy'P.: �ifddi be ii~:af,�f' .f] ifJf �7r,a} Pr tJs'sefaI P
Check voltage and f egijency ocftqtifs
,add be recorded
Eectf,ir,rif 9r", rneci"te3r"d!cal i1vtrj0'vnS vvi.I be dtS= f C.
Gc ctrator' rrl1 be sh a, Low grey,e -star ru � 'iin ie 3 t't ?tt?' ;rii�u�
I'=
Annual Ma.nter7a[nccrvdcesn qtr ear
F�f tern? the ri ?soections Fart t abnvp
(";d7�ri�r. fr,- jrr {drC; d(iS? rf:�!ldi� Ira ar!C� Jdd lidsE'.1 rS'
i= �,. a
�.'i!gdt ?G rtJrr trlieF,"
, -hang[ engine air+cIuarrjur it ft,- rnent.(S)
,'hatige 'gvatpr ffltgrs and t:onditiofders wfxv? used
Obtain oij sai-n -P.1 or raf?i-iy,,3js v Iiib ratorde.i
Obtain cockjrtir S:�ji? A' *Or ai;c7i' {sis �.4' ;it"d t'sti 39 {.� J't ft! �ri�'
Di_spr_> t� t t trr�z rrlt�dfs !r. as2 � d'rOrr rrrir tnefritenancea ao.rvia ;
pre —departure Pro cedtire
y L-s
'•.i ?fVlt;t? e.r7�rid7eei "vJi�Ir gN;fJjt� i�. �`_:h ( p i1 ?!�r2, re i?�L�,�.V y
Hip -serge rwasonabbk! overVf PPeat-S-F?cc Of Ctdt*) "r ?erlt
Clis'Lomef Cr7rosc"I ?kFall'u e will be, insf ict td GO iPIkeeP t` rocedafes
pF?t7tJl: C.t]Irtiaitf7!? Ci 2trU c,]Frpr] {77itrrla t Ste 3 2c the cus', xf'"e, r'tsr sS 77t;3i1'v'?
!t?tjeadl,i thm2 afp t ?E.9dr:,,,
ix t CfF' c.'ft, i7FrrJ tltE:d71e!' ? ?S of ?i'.ountemd during tt?e ,tpdanned fY?cairlmnar) S{:.dviC7t: vt.4.drF il2t -� 4�i�d be d3i�LfC�t''r :'�' ifrt;
cliir v[t#!� t17V. Qft is [Jd'r7 i�:7
ir!il�: ! tJ:e ?4iedj2?'r3ttr. Vlf only be 7ad& '�'� e
iit %Bi7^d � tds L`rd V £ j 010 t'rit;r s its 39
d7? a2rsr at re:fxspecial" t�rdt X, labor a3te'�
t ierro f me s,
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