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HomeMy WebLinkAboutC-4336 - On-Call RSA for Repair of Electric Motors for Water Wells and PumpsI" ,� ON -CALL REPAIR SERVICES AGREEMENT WITH R. A. REED ELECTRIC COMPANY THIS ON -CALL 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 R. A. REED ELECTRIC COMPANY, a California Corporation, whose principal place of business is 5503 S. Boyle Avenue, Los Angeles, California 90058 -3997 ( "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 on -call repair services for the repair of electric motors that drive wells and booster pumps. C. City desires to engage Contractor to perform on -call repairs of electric motors on an as- needed basis ( "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 price 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 commence on the above written date, and shall terminate on the 30th day of June 2012, unless terminated earlier as set forth herein. 2. SCOPE OF SERVICES Contractor shall provide "On -Call" repair services as described in the Scope of Services attached hereto as Exhibit 'A' and incorporated herein by this reference (the "Services" or "Work "). 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, equipment and all utility and transportation services necessary for the Project. Upon verbal or written request from the City's Project Administrator (as defined in Section 6 below), 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 estimated number of hours and cost to complete the Services; and C. The time needed to finish the specific project. No Services shall be provided until the Project Administrator has provided written authorization to proceed with the Services as described in the Letter Proposal. Once authorized to proceed, Contractor shall diligently perform the Work described 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. On -Call Services Agreement Page 2 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, 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. Total compensation paid to Contractor during the Term of this Agreement shall not exceed Thirty Thousand Dollars and No Cents ($30,000.00) without written amendment to the Agreement. 4.1 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's invoices 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 OF' led ✓0!GE its eVIOCFJCEiiBY (Jr- 96Si MA a-e- - 214_ 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. 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 Project Administrator 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. WORK DEFICIENCIES AND CORRECTIONS 5.1 The Contractor's performance will be evaluated on a regular basis. When problems are identified, the Project Administrator will notify Contractor. If On -Call Services Agreement Page 3 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. 5.2 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) wor orce an o (c) r en or o pe orm the maintenance an o er S ) terminating the agreement; and /or (f) taking any other action and exercising any other legal remedy available to the City under law. 6. ADMINISTRATION This Agreement will be administered by the Utilities Department. Steffen Catron, Water Production Supervisor or his designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. TYPE AND INSTALLATION OF MATERIALS /STANDARD OF CARE 7.1 Contractor shall use only the standard materials described in Exhibit 'A' in performing Services under this Agreement. Any deviation from the materials described in Exhibit 'A' shall not be installed unless approved in advance by the Project Administrator. 7.2 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the 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. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 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 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. On -Call Services Agreement Page 4 8.2 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. 8.3 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. 8.4 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 Work. 8.5 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. On -Call Services Agreement Page 5 8.6 The rights and obligations set forth in this Section shall survive the termination of this Agreement. 9. 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. 10. 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. 11. 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. 1. Coverage and Limit Requirements. a. 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. b. 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, On -Call Services Agreement Page 6 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. c. 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. d. 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. 2. Other Insurance Provisions or Requirements a. 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. b. General liability insurance provisions. Primary and excess or umbrella liability policies are to contain, or be endorsed to contain, the following provisions: i. 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 On -Call Services Agreement Page 7 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. ii. 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. iii. 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. 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. Notice of Cancellation. Contractor agrees to oblige its insurance broker and insurers to provide to City with 30 days notice of cancellation (except for nonpayment for which 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. e. 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. On -Call Services Agreement Page 8 f. 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. g. 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. h. 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. i. 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. 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. k. 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. I. 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 On -Call Services Agreement Page 9 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. 12. 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. 13. 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 shall 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. 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. On -Call Services Agreement Page 10 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: Steffen Catron Utilities Department City of Newport Beach 3300 Newport Blvd. PO Box 1768 Newport Beach, CA 92658 Phone: 949 - 718 -3422 Fax: 949 - 646 -5204 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: John Richard R. A. Reed Electric Company 5503 Boyle Avenue Los Angeles, CA 90058 -3997 Phone: 323 - 587 -2284 Fax: 323 - 587 -2128 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 On -Call Services Agreement Page 11 (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. 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. On -Call Services Agreement Page 12 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 Proposal for On -Call Services 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. 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. 26. WARRANTY Contractor agrees that the repairs made pursuant to this Agreement shall be covered as outlined in the Warranty Information, attached hereto as Exhibit C and incorporated in full by this reference. On -Call Services Agreement Page 13 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 BO I A ,1,,4w Leonie Mulvihill �t Assistant City Attorney fj\t ATTEST: By: Leilani I. Brown tA)A -- City Clerk CITY OF NEWPORT BEACH, A Municipal Corporation By. �e�o a Murdoch Utilities Department Director CONTRACTOR: R. A. REED ELECTRIC COMPANY: By: u J2tb,Wichard President By:\ Alex Wong Controller Attachments: Exhibit A — Scope of Services Exhibit B — Billing Rates Exhibit C — Warranty Information A08 -00093 revised 5.11.10 Form On -Call Maintenance Repair Services On -Call Services Agreement Page 14 5503 S.Boyle Avenue' Los Angeles, CA 90058 Telephone: 323 - 587 -2284' Fax: 323 -587 -2128 E -mail: Service @Reed- Electft.com Statement of Qualifications With an 80 -year history, Reed Electric offers you a team of professional experienced personnel. You will be dealing with an established company that has the proper equipment and experience to produce the quality work you desire. Reed has long -term experience in many market places, including: Paper' Chemical * Heavy Manufacturing * Utility & Cogeneration * Sanitation & Water Districts Refineries * Studios * Cement Manufacturing * Elevator Service * Steep* Food Repairs: ➢ Experienced in the repairs of all types and brands of motors and generators, both AC and DC. ➢ An authorized U.L. plant for the rebuilds of explosion -proof motors ➢ Repair of transformer up to 10 MVA. ➢ Rebuild all types of driven equipment including fans, pumps, blowers, gearboxes and magnetic drives, allowing single source warranty and responsibility. ➢ Complete machine shop in house with skilled machinist and welders on duty. Equipment includes a 72" Vertical Boring Mill and 106" Swing Lathe. ➢ Computerized balancing, capable of handling rotors up to 45001b and rotor swing diameter up 63 inches. Schenck Balancer Model # H5U hard bearing balancer ➢ 8Ft. ID Vacuum Pressure Impregnation (VPI) System. VPI process provides maximum penetration of resin throughout the tums of individual coils. ➢ Reed Electric uses high temperature Class H (180 degrees) and Class R (210 degrees) insulation, assuring you of long thermal life and inverter duty wire. ➢ Stringent testing procedures previous to and following all rebuilds. ➢ Testing performed on steel base. Field Services: • Field Repairs: On request, can provide full removal and reinstall. On -site turning and undercutting of commutators, cleaning, and other minor electrical and mechanical repairs. • Electrical Parameter Analysis: For predicting winding failures without removal of equipment, Reed can perform surge, polarization index (PI), and Hi pot tests in the field. Full reports included. • Vibration Analysis: Training programs — Diagnostics. Including resonant tests, transient analysis, and startup /coastdown analysis. • Field Laser Alignment., Using laser alignment technology with multi -plane and multi -speed capability. Reports include graphical summary, including corrections and tolerances. Motor thermal growth included, if requested. • Field Balancing.- Dynamic, multi -plane field balancing available. • Warranty Certification. Verify specification standards for new equipment performance. Studies show that nearly 10% of new parts have defects or flaws. By detecting problems immediately, warranty is protected and flaws do not shorten normal life expectancy. New Motor and Equipment Sales: ➢ Motors AC & DC up to 12500HP ➢ Generators ➢ Transformers • Pumps • Submersibles • Gearboxes • Clutches ➢ Brakes ➢ Electronic Drives ➢ Lifting Magnets —➢ ➢ Varidrives ➢ VDF's Master Stocking Distributor & Authorized Manufacturer Warranty: ➢ US Motors ➢ Teco • Toshiba • Emerson • Baldor ➢ Reliance ➢ GE ➢ Siemens ➢ Hitachi ➢ Wag ➢ Leeson ➢ A.O.Smith ➢ Lincoln ➢ Bell & Gossett Key Personnel: Robert Martinez. Plant Manager and Laser Align Specialist 0 20 years in motor business 0 Positions in the business: • Machine Shop Foreman • Machinist • Field Service Manager 0 Various CSI Vibration Courses Elmer Cadenas, Second Shift Foreman: 0 16 years in motor business 0 Positions held: • A/C and D/C Mechanic • Balancer • Service Manager • QA Tester • Trainer • Weekend Supervisor 2 Pump Rebuild Trainer Various Pump Factory Training Programs Jim Frassett, Major Account Manager 30 years in motor business Positions held: • Senior Sales Engineer • West Coast Sales Manager • Account Manager Various Pump Training Programs & Reed Training John Richard. President: — -- —' - -- ° 11 — arsjnlhefiek a Positions held: • Gofer • Steam cleaner • Expediter • Mechanic • Machinist • Field Sales • Buyer • Service Manager • Controller, • General Manager • A.S. Mechanical Technician • CSI Vibration Courses • EASA School • IRD Training • Baldor Courses • Emerson School Oscar Perez. Service Manaaer 5 years in the field a Positions held: • Accounts Payable Manager • Mechanic • Field Sales • Expediter a Various Reed Schools Mel Dawson. Technical Service Manager a 31 years in the field a Service Coordinator: • U.S. Motors Factory • Emerson Service • Lucas Aerospace • Plant Foreman • Expediter • Outside Sales Ed Kramer, Buyer: 37 years in the motor business o Positions: • Service Manager • Sales Manager • General Manager • Emerson School • EASA Application Schools Other Plant Key Technicians: • Manuel Ochoa, head D/C mechanic: o 22 years in the field • Raul Hernandez, winder foreman: o 17 years in the field 0 16 years in the field o EASA Application Schools r { —� l/ -LgwjGE4 5503 S.Boyle Avenue `Los Angeles, CA 90058 Telephone: 323. 587- 2284' Fax: 323 -587 -2128 E -mail: Service @Reed- Electdc.com SHOP LABOR RATE SCHEDULE Mechanic $65.00/HR Machine Work $75.00/HR Balancing $80.00/HR Winding $60.00/HR Expediting $50.00/HR Overtime Multipliers: Saturday 12:00 AM -11:59 PM = Above x 1.25 Sunday & Holidays 12:00 AM -11:59 PM = Above x 1.50 Note: No overtime charge for Monday (12:00 AM) thru Friday (11:59 PM) work due to regular 3 Shift (24 hour) operation during this time period. FIELD REPAIRS LASER ALIGNMENT FIELD BALANCING SERVICE CALL LABOR RATE STRAIGHT TIME $ 95.00 per hour $ 95.00 per hour $ 95.00 per hour OVERTIME $118.75 per hour $118.75 per hour $118.75 per hour DOUBLE TIME $142.50 per hour $142.50 per hour $142.50 per hour VIBRATION TROUBLE SHOOTING $ 95.00 per hour $118.75 per hour $142.50 per hour SERVICE CALL OVERTIME: 3:30PM— 11:00PM, or any crew beyond 8hrs in a day, or Saturday. 11:00PM — 7:00AM, or any crew beyond 12hrs in a day, or Sunday/Holiday. Note: Above rates are portal to portal. 4hr. minimum callout. TERMS AND CONDITIONS WARRANTY: 1. Any apparatus accepted by R.A. Reed Electric for complete rebuilding and rewinding , such as may be required in the judgment of R.A. Reed Electric in order to put the apparatus in good working order, will be guaranteed for a period as long as the original guarantee by the manufacturer on the labor and materials only, not exceeding one year duration. Provided, however, that such guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 2. Any apparatus accepted by R.A. Reed Electric for less than complete repairs, or for the repair or replacement of specific parts or malfunctions only, will be guaranteed as to labor and materials only, for a period as long as the original guarantee by the manufacturer, but each guarantee shall extend only to such repairs and parts. Provided, however that such a guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 3. The foregoing warranties will not apply to defects, occurring within the warranty period, resulting from the misuse by customer of from improper installation, application, circuit protection, assembly or repair of the apparatus performed by others subsequent to the repair, rebuilding, rewinding or reconditioning by R.A. Reed Electric. The liability of R.A. Reed Electric shall be limited to the furnishing of parts and labor for such repair, rebuilding, rewinding or reconditioning, at the place of business of R.A. Reed Electric during regular business hours. Transportation of the apparatus, if required, will be paid for by the customer. 4. R.A. Reed Electric shall comply with the Fair Labor Standards Act , the Equal Opportunity Clause quoted in Section 202 of Executive Order No. 11246 and shall upon request, furnish to Buyer a certificate to such effect. 5. R.A. Reed Electric hereby disclaims any and all others express or implied warranties, except as set forth herein, including, without limitation, all implied warranties of merchantability or fitness for the purpose intended, any warranty that the apparatus as repaired comply with the standards of O.S.H.A., and warranties against latent defects, pertaining to such repairs or parts. The foregoing obligation to repair or replace parts shall be the sole and exclusive remedy of the customer, agents, or employees or users of any such apparatus or parts for the breach of any warranty specified herein. R.A. Reed Electric shall have no obligation to repair or replace parts unless written notice is delivered to R.A. Reed Electric at this office in Reno, Nevada, within the above mentioned warranty period. 6. Except as specified in the foregoing paragraphs entitled °WARRANTY" R.A. Reed Electric shall have no obligation or liability whatsoever to the customer, including, without limitation, any claims for consequential damages or labor costs, by reason of any breach of the express warranty described herein. The purchaser further hereby agrees to indemnify and hold the Company harmless from and against all loses, damages, obligation, liabilities, suits and causes of action (other than the cost of repairing the apparatus as specified in the foregoing paragraph) arising directly or indirectly from the acts, omissions, or negligence of the customer, its agents or employees, in connection with or 'arising out of the testing, use, operation, replacement or repair of any apparatus. 7. R.A. Reed Electric shall not be responsible for unavoidable delay in delivery schedule caused by acts of God, strikes, inability to obtain material or parts, accidents, or other causes beyond our control. ... WAIT • • gj7�-G ON -CALL REPAIR SERVICES AGREEMENT WITH R. A. REED ELECTRIC COMPANY FOR REPAIR OF ELECTRIC MOTORS FOR WATER WELLS AND PUMPS THIS AGREEMENT is made and entered into as of this 11th day of August, 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and R. A. REED ELECTRIC COMPANY, a California Corporation, whose address is 5503 S. Boyle Avenue, Los Angeles, California 90058 ( "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 repair of electric motors that drive the wells and booster pumps. C. City desires to engage Contractor to perform on -call repair of electric motors ranging from 30 horsepower to 400 horsepower on an as need basis ( "Project"). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor for purposes of Project shall be Robert Martinez. 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 Nreement shall commence on the above written date, and shall terminate on the 30 day of June, 2010, unless terminated earlier asset forth herein. 2. SERVICES TO BE PERFORMED Contractor shall provide "On -Call" repair services of electric motors for water wells and pumps as described in the Statement of Qualifications attached as Exhibit "A." Upon verbal or written request from the Project Administrator, Contractor shall 0 0 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 estimated number of hours and cost to complete the services; (c) 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. No rate changes shall be made during the term of this Agreement without the prior written approval of the City. Contractors 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 74 0 0 Repair /Maintenance Service Agreement approved by the City in accordance with 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. 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 Robert Martinez to be its Project Manager. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION 3 • s This Agreement will be administered by the Utilities Department. Kent Russell 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. 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. 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 Id 0 promptly, or delay or faulty performance by City, contractors, or governmental agencies. 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 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, 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. 5 0 11. COOPERATION 0 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 Contractors 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. U 0 0 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 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 one million dollars ($1,000,000) 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. 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. 7 0 0 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 orjoint- venture. 16. 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 0 0 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. 17. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services. Contractor shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. 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. E 0 0 19. 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. 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 23. 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 10 0 0 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. 24. 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: Kent Russell City of Newport Beach, Utilities Department 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 - 644 -3010 Fax: 949 - 646 -5204 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: John Richard R °fir yaRTiNEZ R. A. Reed Electric Company AqA__ 5503 Boyle Avenue Los Angeles, CA 90058 Phone: (323) 587 -2284 Fax: (323) 587 -2128 25. 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 11 0 0 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. 26. 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. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. 12 • 0 32. 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. 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. 35. WARRANTY Contractor agrees that any apparatus accepted for complete rebuilding and rewinding, such as may be required in the judgment of contractor in order to put the apparatus in good working order, will be guaranteed for a period as long as the original guarantee by the manufacturer on the labor and materials only, not exceeding one year duration. Provided, however, that such guarantee by contractor shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions as outlined in the Warranty Information, attached hereto as Exhibit C and incorporated in full by this reference. 13 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 CITY ATTORNEY: By: X4�� MyrAtte . Beauc m , Assistant City Attorney ATTEST: By: � /�,WM K, Leilani Brown, City Clerk NF-', O � L10 R N� CITY OF f�EWPORT A Muni al C por; By: 4 Ed and Selich, Mayor CONTRACTOR: R. A. REED ELECTRIC COMPANY: By: —1 (Corporate Officer) Title: President Print Name: John Richard B \'�\ By: (Financial Off i er) Title: Controller Print Name: Alex Wong Attachments: Exhibit A – Statement of Qualifications Exhibit B - Schedule of Billing Rates Exhibit C – Warranty Information 14 • MUM' WLE E op F 0LTSE Fit VICE 5503 S.Boyle Avenue' Los Angeles, CA 90058 Telephone: 323 -587 -2284 * Fax: 323 - 587 -2128 E -mail: Service@Reed- Electric.com Statement of Qualifications With an 80 -year history, Reed Electric offers you a team of professional experienced personnel. You will be dealing with an established company that has the proper equipment and experience to produce the quality work you desire. Reed has long -term experience in many market places, including: Paper * Chemical * Heavy Manufacturing * Utility & Cogeneration * Sanitation & Water Districts Refineries * Studios * Cement Manufacturing * Elevator Service * Steel * Food Repairs: ➢ Experienced in the repairs of all types and brands of motors and generators, both AC and DC. ➢ An authorized U.L. plant for the rebuilds of explosion -proof motors ➢ Repair of transformer up to 10 MVA. ➢ Rebuild all types of driven equipment including fans, pumps, blowers, gearboxes and magnetic drives, allowing single source warranty and responsibility. ➢ Complete machine shop in house with skilled machinist and welders on duty. Equipment includes a 72" Vertical Boring Mill and 106" Swing Lathe. ➢ Computerized balancing, capable of handling rotors up to 45001b and rotor swing diameter up 63 inches. Schenck Balancer Model # H5U hard bearing balancer ➢ 8Ft. ID Vacuum Pressure Impregnation (VPI) System. VPI process provides maximum penetration of resin throughout the turns of individual coils. ➢ Reed Electric uses high temperature Class H (180 degrees) and Class R (210 degrees) insulation, assuring you of long thermal life and inverter duty wire. ➢ Stringent testing procedures previous to and following all rebuilds. ➢ Testing performed on steel base. Field Services: ➢ Field Repairs: On request, can provide full removal and reinstall. On -site turning and undercutting of commutators, cleaning, and other minor electrical and mechanical repairs. ➢ Electrical Parameter Analysis: For predicting winding failures without removal of equipment, Reed can perform surge, polarization index (PI), and Hi pot tests in the field. Full reports included. ➢ Vibration Analysis: Training programs — Diagnostics. Including resonant tests, transient analysis, and startupicoastdown analysis. ➢ Field Laser Alignment: Using laser alignment technology with muki -plane and multi-speed capability. Reports include graphical summary, including corrections and tolerances. Motor thermal growth included, if requested. ➢ Field Balancing: Dynamic, multi -plane field balancing available. ➢ Warranty Certification. Verify specification standards for new equipment performance. Studies show that nearly 10% of new parts have defects or flaws. By detecting problems immediately, warranty is protected and flaws do not shorten normal life expectancy. 0 New Motor and Equipment Sales: ➢ Motors AC & DC up to 12500HP ➢ Generators ➢ Transformers ➢ Pumps ➢ Submersibles ➢ Gearboxes ➢ Clutches ➢ Brakes ➢ Electronic Drives ➢ Lifting Magnets ➢ Blowers Varidrives ➢ VDF's Master Stocking Distributor & Authorized Manufacturer Warranty: ➢ US Motors ➢ Teco ➢ Toshiba Emerson ➢ Baldor ➢ Reliance ➢ GE Siemens ➢ Hitachi ➢ Weg ➢ Leeson ➢ A.O.Smith ➢ Lincoln ➢ Bell & Gossett Key Personnel: Robert Martinez. Plant Manager and Laser Align Specialist • 20 years in motor business • Positions in the business: • Machine Shop Foreman • Machinist • Field Service Manager Various CSI Vibration Courses 4 T 7irI1i1{7�i - • 16 years in motor business • Positions held: • A/C and D1C Mechanic • Balancer • Service Manager • QA Tester • Trainer • Weekend Supervisor 2 0 • Pump Rebuild Trainer • Various Pump Factory Training Programs Jim Frassett, Major Account Manager • 30 years in motor business • Positions held: • Senior Sales Engineer • West Coast Sales Manager • Account Manager • Various Pump Training Programs & Reed Training John Richard. President: • 31 years in the field • Positions held: • Gofer • Steam cleaner • Expediter • Mechanic • Machinist o Field Sales • Buyer • Service Manager • Controller • General Manager • A.S. Mechanical Technician • CSI Vibration Courses • EASA School • IRD Training • Baldor Courses • Emerson School Oscar Perez. Service Manaaer. 5 years in the field • Positions held: • Accounts Payable Manager • Mechanic • Field Sales • Expediter • Various Reed Schools Mel Dawson, Technical Service Manager: • 31 years in the field • Service Coordinator: • U.S. Motors Factory • Emerson Service • Lucas Aerospace • Plant Foreman • Expediter • Outside Sales Ed Kramer, Buver: • 37 years in the motor business ftd 0 0 • Positrons: • Service Manager • Sales Manager • General Manager • Emerson School • EASA Application Schools Other Plant Key Technicians: • Manuel Ochoa, head D/C mechanic: o 22 years in the field • Raul Hernandez, winder foreman: o 17 years in the field • Ernest Baqueiro, head A/C mechanic: 0 16 years in the field o EASA Application Schools 0 0 EXHIBIT "B" Ct E E 00 F I E STS RVICE 5503 S.Boyle Avenue * Los Angeles, CA 90058 Telephone: 323- 587 -2284 * Fax: 323 -587 -2128 E -mail: Service@Reed- Eleclric.com SHOP LABOR RATE SCHEDULE Mechanic $65.00/HR Machine Work $75.00/HR Balancing $80.00/HR Winding $60.00/14t Expediting $50.00/HR Overtime Multipliers: Saturday 12:00 AM -11:59 PM = Above x 1.25 Sunday & Holidays 12:00 AM -11:59 PM = Above x 1.50 Note: No overtime charge for Monday (12:00 AM) thru Friday (11:59 PM) work due to regular 3 Shift (24 hour) operation during this time period. FIELD REPAIRS LASER ALIGNMENT SERVICE CALL LABOR RATE STRAIGHT TIME $ 95.00 per hour $ 95.00 per hour OVERTIME $118.75 per hour $118.75 per hour DOUBLE TIME $142.50 per hour $142.50 per hour FIELD BALANCING $ 95.00 per hour $118.75 per hour $142.50 per hour VIBRATION TROUBLE SHOOTING $ 95.00 per hour $118.75 per hour $142.50 per hour SERVICE CALL OVERTIME: 3:30PM — 11:OOPM, or any crew beyond 8hrs in a day, or Saturday. 11:00PM — 7:OOAM, or any crew beyond 12hrs in a day, or Sunday/Holiday. Note: Above rates are portal to portal. 4hr. minimum callout. • • EXHIBIT "C" I►� E E D F I EL.UTS RVICE TERMS AND CONDITIONS WARRANTY: 1. Any apparatus accepted by R.A. Reed Electric for complete rebuilding and rewinding , such as may be required in the judgment of R.A. Reed Electric in order to put the apparatus in good working order, will be guaranteed for a period as long as the original guarantee by the manufacturer on the labor and materials only, not exceeding one year duration. Provided, however, that such guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 2. Any apparatus accepted by R.A. Reed Electric for less than complete repairs, or for the repair or replacement of specific parts or malfunctions only, will be guaranteed as to labor and materials only, for a period as long as the original guarantee by the manufacturer, but each guarantee shall extend only to such repairs and parts. Provided, however that such a guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 3. The foregoing warranties will not apply to defects, occurring within the warranty period, resulting from the misuse by customer of from improper installation, application, circuit protection, assembly or repair of the apparatus performed by others subsequent to the repair, rebuilding, rewinding or reconditioning by R.A. Reed Electric. The liability of R.A. Reed Electric shall be limited to the furnishing of parts and labor for such repair, rebuilding, rewinding or reconditioning, at the place of business of R.A. Reed Electric during regular business hours. Transportation of the apparatus, if required, will be paid for by the customer. 4. R.A. Reed Electric shall comply with the Fair Labor Standards Act, the Equal Opportunity Clause quoted in Section 202 of Executive Order No. 11246 and shall upon request, furnish to Buyer a certificate to such effect. 5. R.A. Reed Electric hereby disclaims any and all others express or implied warranties, except as set forth herein, including, without limitation, all implied warranties of merchantability or fitness for the purpose intended, any warranty that the apparatus as repaired comply with the standards of O.S.H.A., and warranties against latent defects, pertaining to such repairs or parts. The foregoing obligation to repair or replace parts shall be the sole and exclusive remedy of the customer, agents, or employees or users of any such apparatus or parts for the breach of any warranty specified herein. R.A. Reed Electric shall have no obligation to repair or replace parts unless written notice is delivered to R.A. Reed Electric at this office in Reno, Nevada, within the above mentioned warranty period. 6. Except as specified in the foregoing paragraphs entitled 'WARRANTY" R.A. Reed Electric shall have no obligation or liability whatsoever to the customer, including, without limitation, any claims for consequential damages or labor costs, by reason of any breach of the express warranty described herein. The purchaser further hereby agrees to indemnify and hold the Company harmless from and against all loses, damages, obligation, liabilities, suits and causes of action (other than the cost of repairing the apparatus as specified in the foregoing paragraph) arising directly or indirectly from the acts, omissions, or negligence of the customer, its agents or employees, in connection with or arising out of the testing, use, operation, replacement or repair of any apparatus. 7. R.A. Reed Electric shall not be responsible for unavoidable delay in delivery schedule caused by acts of God, strikes, inability to obtain material or parts, accidents, or other causes beyond our control. ro 1 CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 14 August 11, 2009 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Utilities Department Cindy Asher, Administrative Manager 949 - 644 -3010 or casher newportbeachca.gov SUBJECT: APPROVAL OF ON -CALL REPAIR SERVICES AGREEMENT WITH R. A. REED ELECTRIC COMPANY, INC. FOR REPAIR OF ELECTRIC MOTORS FOR WATER WELLS AND PUMP STATIONS RECOMMENDATION: Approve an On -Call Repair Services Agreement with R. A. Reed Electric Company for repair of motors for water wells, booster pumps and pump stations and authorize the Mayor and City Clerk to execute the Agreement. DISCUSSION: Background On -call agreements allow staff to quickly access specialized services that are regularly required for various repairs of motors for the City's water wells, booster pumps, and pump stations. The City's groundwater wells, booster pumps and sewer pump stations provide the primary source of water and sewer collection system to our residents, businesses, and visitors. The City has a comprehensive maintenance program to maintain our groundwater wells, booster pumps and sewer lift stations; however, there are occasions when unexpected failures occur. There are only a few companies within Southern California that can perform this kind of work and have proven to provide quality work in this field. R. A. Reed Electric Company (RAREC) has 80 years of experience in selling and rebuilding electric motors. Some of the services they provide are: onsite computerized balancing, double -laser alignment, remove and re- install, electrical troubleshooting, pressure cleaning, basic vibration analysis and sleeve bearing replacement. RAREC provides quick response and reliable electric motor repair services, which is important R. A. Reed Electric Company Approval of On -Call Repair Services Agreement August 11, 2009 Page 2 for keeping the groundwater wells, pumps and pump stations operating for the water supply and sewer collection to the City. Staff has used the services of RAREC on a purchase order basis for over 10 years and would like to set up an on -call agreement with them. The proposed On -Call Repair Services Agreement would be effective for a one year period through June 30, 2010. Environmental Review: This action requires no environmental review, as it is not a project pursuant to CEQA. Fundinq Availability_ Funding is available in the Wells & Pump Station Maintenance Account — 5500 -8156 and Repair & Maintenance 5600 -8160. Prepared by: Submitted by: P"t-;4, a4M�)j Cindy Asher,° Administrative Manager eo e Murdoch, Utilities Director Attachments: On -Call Repair Services Agreement ON -CALL REPAIR SERVICES AGREEMENT WITH R. A. REED ELECTRIC COMPANY FOR REPAIR OF ELECTRIC MOTORS FOR WATER WELLS AND PUMPS THIS AGREEMENT is made and entered into as of this 11th day of August, 2009, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City "), and R. A. REED ELECTRIC COMPANY, a California Corporation, whose address is 5503 S. Boyle Avenue, Los Angeles, California 90058 ( "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 repair of electric motors that drive the wells and booster pumps. C. City desires to engage Contractor to perform on -call repair of electric motors ranging from 30 horsepower to 400 horsepower on an as need basis ( "Project "). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Contractor for purposes of Project shall be Robert Martinez. 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 30t day of June, 2010, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall provide "On -Call" repair services of electric motors for water wells and pumps 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 estimated number of hours and cost to complete the services; (c) 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. 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 2 Repair /Maintenance Service Agreement approved by the City in accordance with 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. 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 Robert Martinez to be its Project Manager. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION 3 This Agreement will be administered by the Utilities Department. Kent Russell 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. 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. 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 M promptly, or delay or faulty performance by City, contractors, or governmental agencies. 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 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, 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. 61 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'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. [01 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 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 one million dollars ($1,000,000) 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. 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. 7 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. 16. 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. 17. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the work outlined in the Scope of Services. Contractor shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 18. 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. p 19. 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. 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. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. 23. 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 10 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. 24. 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: Kent Russell City of Newport Beach, Utilities Department 3300 Newport Boulevard Newport Beach, CA, 92658 -8915 Phone: 949 - 644 -3010 Fax: 949 - 646 -5204 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: John Richard R. A. Reed Electric Company 5503 Boyle Avenue Los Angeles, CA 90058 Phone: (323) 587 -2284 Fax: (323) 587 -2128 25. 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 11 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. 26. 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. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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. 12 32. 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. 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. ,� ► Contractor agrees that any apparatus accepted for complete rebuilding and rewinding, such as may be required in the judgment of contractor in order to put the apparatus in good working order, will be guaranteed for a period as long as the original guarantee by the manufacturer on the labor and materials only, not exceeding one year duration. Provided, however, that such guarantee by contractor shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions as outlined in the Warranty Information, attached hereto as Exhibit C and incorporated in full by this reference. 13 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 CITY ATTORNEY: By: _ My tte . c q Beau a p, Assistant City Attorney ATTEST: Leilani Brown, City Clerk CITY OF NEWPORT BEACH A Municipal Corporation By: Edward Selich, Mayor CONTRACTOR: R. A. REED ELECTRIC COMPANY: (Corporate Officer) Title: President Print Name: John Richard (Financial Officer) Title: Controller Print Name: Alex Wona Attachments: Exhibit A — Statement of Qualifications Exhibit B - Schedule of Billing Rates Exhibit C — Warranty Information 14 u t� EXHIBIT E E F I ELIDTSERVICFEE 5503 S.Boyle Avenue * Los Angeles, CA 90058 Telephone: 323- 587 -2284 * Fax: 323 -587 -2128 E -mail: Service @Reed- Electdc.com Statement of Qualifications With an 80 -year history, Reed Electric offers you a team of professional experienced personnel. You will be dealing with an established company that has the proper equipment and experience to produce the quality work you desire. Reed has long -term experience in many market places, including: Paper * Chemical * Heavy Manufacturing * Utility & Cogeneration * Sanitation & Water Districts Refineries * Studios * Cement Manufacturing * Elevator Service * Steel * Food Repairs: Experienced in the repairs of all types and brands of motors and generators, both AC and DC. ➢ An authorized U.L. plant for the rebuilds of explosion -proof motors ➢ Repair of transformer up to 10 MVA. ➢ Rebuild all types of driven equipment including fans, pumps, blowers, gearboxes and magnetic drives, allowing single source warranty and responsibility. ➢ Complete machine shop in house with skilled machinist and welders on duty. 'Equipment includes a 72" Vertical Boring Mill and 106" Swing Lathe. ➢ Computerized balancing, capable of handling rotors up to 45001b and rotor swing diameter up 63 inches. Schenck Balancer Model # H5U hard bearing balancer ➢ 8Ft. ID Vacuum Pressure Impregnation (VPI) System. VPI process provides maximum penetration of resin throughout the turns of individual coils. ➢ Reed Electric uses high temperature Class H (180 degrees) and Class R (210 degrees) insulation, assuring you of long thermal life and inverter duty wire. ➢ Stringent testing procedures previous to and following all rebuilds. ➢ Testing performed on steel base. Field Services: ➢ Field Repairs: On request, can provide full removal and reinstall. On -site turning and undercutting of commutators, cleaning, and other minor electrical and mechanical repairs. ➢ Electrical Parameter Analysis: For predicting winding failures without removal of equipment, Reed can perform surge, polarization index (PI), and Hi pot tests in the field. Full reports included. ➢ Vibration Analysis: Training programs — Diagnostics. Including resonant tests, transient analysis, and startup /coastdown analysis. ➢ Field Laser Alignment: Using laser alignment technology with multi -plane and multi - speed capability. Reports include graphical summary, including corrections and tolerances. Motor thermal growth included, if requested. ➢ Field Balancing: Dynamic, multi -plane field balancing available. ➢ Warranty Certification. Verify specification standards for new equipment performance. Studies show that nearly 10% of new parts have defects or flaws. By detecting problems immediately, warranty is protected and flaws do not shorten normal life expectancy. Now Motor and Equipment Sales: ➢ Motors AC & DC up to 12500HP ➢ Generators ➢ Transformers ➢ Pumps ➢ Submersibles ➢ Gearboxes ➢ Clutches ➢ Brakes ➢ Electronic Drives ➢ Lifting Magnets — Mowers —- Leeson Vaddrives A.O.Smith VDF's Master Stocking Distributor & Authorized Manufacturer Warranty ➢ US Motors ➢ Teco ➢ Toshiba ➢ Emerson ➢ Baldor ➢ Reliance ➢ GE ➢ Siemens ➢ Hitachi ➢ Weg ➢ Leeson ➢ A.O.Smith ➢ Lincoln ➢ Bell & Gossett Key Personnel: Robert Martinez, Plant Manager and Laser Alian Specialist: • 20 years in motor business • Positions in the business: • Machine Shop Foreman • Machinist • Field Service Manager • Various CSI Vibration Courses Elmer_Cadenas, Second Shift Foreman: • 16 years in motor business • Positions held: • A/C and D/C Mechanic • Balancer • Service Manager • QA Tester • Trainer • Weekend Supervisor P) • Pump Rebuild Trainer • Various Pump Factory Training Programs Jim Frassett, Maior Account Manager • 30 years in motor business • Positions held: • Senior Sales Engineer • West Coast Sales Manager • Account Manager • Various Pump Training. Programs & Reed Training. John Richard, President: aes- n the field — • Positions held: • Gofer • Steam cleaner • Expediter • Mechanic • Machinist • Field Sales • Buyer • Service Manager • Controller • General Manager • A.S. Mechanical Technician • CSI Vibration Courses • EASA School • IRD Training • Baldor Courses • Emerson School Oscar Perez, Service Manager: • 5 years in the field Positions held: • Accounts Payable Manager • Mechanic • Field Sales • Expediter • Various Reed Schools Mel Dawson, Technical Service Manaaer: • 31 years in the field • Service Coordinator. • U.S. Motors Factory • Emerson Service • Lucas Aerospace • Plant Foreman • Expediter • Outside Sales Ed Kramer, Buyer: • 37 years in the motor business 3 • Positions: • Service Manager • Sales Manager • General Manager • Emerson School • EASA Application Schools Outer Plant Key Technicians • Manuel Ochoa, head D/C mechanic: o 22 years in the field • Raub Hernandez, winder foreman: o 17 years in the field art�c: - -- -- - - - - -- 0 16 years in the field: o EASA Application Schools r C t- E a.= F I EL TS RVICE 5503 S.Boyle Avenue * Los Angeles, CA 90058 Telephone: 323 - 587 -2284 * Fax: 323 -587 -2128 E -mail: Service @Reed- Electdc.com This rates are good thru June 30, 2010 SHOP LABOR RATE SCHEDULE Mechanic $65.00/HR Machine Work $75.00/HR Balancing $80.00/HR Winding $60.00/HR Expediting $50.004M Overtime Multipliers: Saturday 12 :00 AM -11:59 PM = Above x 1.25 Sunday & Holidays 12:00 AM -11:59 PM = Above x 1.50 Note: No overtime charge for Monday (12:00 AM) thru Friday (11:59 PM) work due to regular 3 Shift (24 hour) operation during this time period. REED ELECTRIC offers free pick up and delivery II I SERVICE CALL LABOR RATE FIELD REPAIRS LASER ALIGNMENT STRAIGHT TIME $ 95.00 per hour $ 95.00 per hour OVERTIME $118.75 per hour $118.75 per hour DOUBLE TIME $142.50 per hour $142.50 per hour FIELD BALANCING $ 95.00 per hour $118.75 per hour $142.50 per hour VIBRATION TROUBLE SHOOTING $ 95.00 per hour $118.75 per hour $142.50 per hour SERVICE CALL OVERTIME: 3:30PM — 11:OOPM, or any crew beyond 8hrs in a day, or Saturday. 11:00PM — 7:OOAM, or any crew beyond 12hrs in a day, or Sunday/11oliday. Note: Above rates are portal to portal. 4hr. minimum callout. EXHIBIT "C° I. zt-_ �E E r� F EL TS RVICE TERMS AND CONDITIONS WARRANTY: 1. Any apparatus accepted by R.A. Reed Electric for complete rebuilding and rewinding , such as may be required in the judgment of R.A. Reed Electric in order to put the apparatus in good working order, will be guaranteed for a period as long as the original guarantee by the manufacturer on the labor and materials only, not exceeding one year duration. Provided, however, that such guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 2. Any apparatus accepted by R.A. Reed Electric for less than complete repairs, or for the repair or replacement of specific parts or malfunctions only, will be guaranteed as to labor and materials only, for a period as long as the original guarantee by the manufacturer, but each guarantee shall extend only to such repairs and parts. Provided, however that such a guarantee by R.A. Reed Electric shall be void unless such apparatus is operated with competent supervision under normal load, usage and conditions. 3. The foregoing warranties will not apply to defects, occurring within the warranty period, resulting from the misuse by customer of from improper installation, application, circuit protection, assembly or repair of the apparatus performed by others subsequent to the repair, rebuilding, rewinding or reconditioning by R.A. Reed Electric. The liability of R.A. Reed Electric shall be limited to the furnishing of parts and labor for such repair, rebuilding, rewinding or reconditioning, at the place of business of R.A. Reed Electric during regular business hours. Transportation of the apparatus, if required, will be paid for by the customer. 4. R.A. Reed Electric shall comply with the Fair Labor Standards Act, the Equal Opportunity Clause quoted in Section 202 of Executive Order No. 11246 and shall upon request, furnish to Buyer a certificate to such effect. 5. R.A. Reed Electric hereby disclaims any and all others express or implied warranties, except as set forth herein, including, without limitation, all implied warranties of merchantability or fitness for the purpose intended, any warranty that the apparatus as repaired comply with the standards of O.S.H.A., and warranties against latent defects, pertaining to such repairs or parts. The foregoing obligation to repair or replace parts shall be the sole and exclusive remedy of the customer, agents, or employees or users of any such apparatus or parts for the breach of any warranty specified herein. R.A. Reed Electric shall have no obligation to repair or replace parts unless written notice is delivered to R.A. Reed Electric at this office in Reno, Nevada, within the above mentioned warranty period. 6. Except as specified in the foregoing paragraphs entitled "WARRANTY" R.A. Reed Electric shall have no obligation or liability whatsoever to the customer, including, without limitation, any claims for consequential damages or labor costs, by reason of any breach of the express warranty described herein. The purchaser further hereby agrees to indemnify and hold the Company harmless from and against all loses, damages, obligation, liabilities, suits and causes of action (other than the cost of repairing the apparatus as specified in the foregoing paragraph) arising directly or indirectly from the acts, omissions, or negligence of the customer, its agents or employees, in connection with or arising out of the testing, use, operation, replacement or repair of any apparatus. 7. R.A. Reed Electric shall not be responsible for unavoidable delay in delivery schedule caused by acts of God, strikes, inability to obtain material or parts, accidents, or other causes beyond our control. =1 Ink dKill , 1.1 MAI jog _ . r „ o , _ 1 ILIKAP-A . , . _ _ . D'V413WAI 0 WA MIN