1 Rev. 01/09/2025
CONTRACTOR SERVICES AGREEMENT
SOUTHBROOK 1
AND 2 PUMP STATION UPGRADE
THIS AGREEMENT is made at Fairfield, California, as of ____________, 20___, by and between the City of Fairfield, a municipal corporation (“CITY") and Telstar Instruments ("CONTRACTOR"), who agree as follows:
1) SERV
ICES. Subject to the terms and conditions set forth in this Agreement, CONTRACTOR shall provide to the CITY the services described in Exhibit “A,” which consists of the proposal submitted by CONTRACTOR. CONTRACTOR shall provide said services at the time, place, and in the manner specified in Exhibit “A.”
2) PAYMENT. CITY shall pay CONTRACTOR for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit “B.” The payments specified in Exhibit “B” shall be the only payments to be made to CONTRACTOR for services rendered pursuant to this Agreement. CONTRACTOR shall submit all billings for said services to the CITY in the manner specified in Exhibit “B.”
3) FACILITIES AND EQUIPMENT . CONTRACTOR shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.
4) GENERAL PROVISIONS . The general provisions set forth in the City of Fairfield Standard Specifications and Details, latest edition and Exhibit “C” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the provisions set forth in Exhibit “C” shall control. 5) INSURANCE REQUIREMENTS. The insurance requirements set forth in Exhibit “D” are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the requirements set forth in Exhibit “D” shall control.
6) BUSIN
ESS LICENSE. The CONSULTANT shall obtain and keep current a business license for work within the City of Fairfield pursuant to Chapter 10B of the Fairfield City Code, with respect to the gross receipts received pursuant to this Agreement. No payments shall be made to any SERVICE PROVIDER until such business license has been obtained, and all fees paid therefore, by the CONSULTANT. Business license applications and information may be obtained from the Community Development Department, Fairfield City Hall, 1000 Webster Street, Fairfield, CA 94533-4883, (707-428-7509) and online at www.fairfield.ca.gov/biz
7) EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.
8) TERM. This agreement shall be in effect through December 31, 2026. 2 Rev. 01/09/2025
9) Where applicable, vehicles with a GVWR greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean- fleets
EXECUT
ED as of the day first above-stated.
City of Fairfield, a municipal corporation
By:
City Man ager
CONTRACT
OR
By:
Kyle Johnsen, Managing Director
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE 1717 Solano Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028
2/20/2025
City of Fairfield
2900 Vista Grande Circle
Fairfield, CA 94534
Sent via Email: [email protected]
Attn: Stuart Hamilton
Subject: Waterman Southbrook Pump Station Controls Design Reference: 30-43931
Drawings: N/A
Specifications: N/A
Dear Stuart,
Telstar Instruments (“Telstar”) is pleased to provide a quote for the referenced project to the above identified purchaser (“Customer”).
By accepting this proposal from Telstar you agree to treat this as confidential information.
SCOPE OF DESIGN SERVICES
1. Perform Field Investigation
2. Design and provide fabrication drawings for new MCC starter buckets to fit into existing MCC for QTY 4 VFD controlled pumps.
a. VFD to be utilized are Allen Bradley 755s
3. Design and provide fabrication drawings for the new control back panel to fit into existing enclosure.
a. PLC to be utilized is Allen Bradley Control Logix 5069.
4. Provide Interconnect drawings
Labor Price for this Scope ................................ ................................ ................................ .... $29,178.75 Shipping and Handling for Telstar Supplied Materials IS INCLUDED Sales Tax IS INCLUDED
This quotation is based on Customer’s representation that this IS NOT a prevailing wage project.
CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS
EXHIBIT A
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
a. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) b. This quotation is based on the inclusion of Telstar’s standard Terms and Conditions as part of any purchase order, contract or other agreement.
c. Bonding and Permitting are excluded.
d. Engineering studies of any kind are excluded.
e. The estimate is for Design Services only.
f. Materials or commissioning services are not included. g. Telstar’s quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. h. Telstar assumes no responsibility for performance, applicability, compatibility, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. i. Please reference the above stated quote number in all correspondence and purchase orders. j. A fee of 2% will be applied to all invoices paid by credit card.
TERMS AND CONDITIONS
Base Terms: Quotation is valid for 30 days from the date of Telstar’s quotation. Payment is due and payable 30 days from date of invoice. If payment is not received by the 30th day, a .05% daily service charge (18 -3/4% per annum) will be charged on all accounts past due. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar’s quotation. Our standard insurance applies unless agreed to in writing by Telstar.
Telstar’s standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not li mited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar’s estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the l abor and materials specifically listed within the body of this quote. Service calls are charged at a 4-hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar’s scope of work.
Limitation of Liability : (a) In no event shall Telstar, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of pr ofits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of Customer, its officers, directors, members employees or any third parties for any damages. Telstar’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed twenty -five percent (25%) of the purchase price allocable to the Equipment, part or Services that is the subject of the claim. (b) All causes of action against Telstar Instruments arising out of or relating to this Agreement or the performance or breach hereof shall are deemed barred unless brought within one year from the date of discovery or other accrual. (c) In no event, regardless of cause, shall Telstar Instruments be liable for liquidated damages, offsets or penalties of any kind or to indemnify, defend or hold harmless Customer, its officers, directors, members, employees or any third party, arising from or related to the Equipment and/or Services provided by Telstar.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
Force Majeure: Telstar shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclar ed), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to ob tain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay.
Cancellation: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar.
Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect.
Precedence: In the event Telstar is issued an authorization for work, Purchase Order, Contract or similar Agreement with conflicting Terms and Conditions than those set forth herein, these Terms and Conditions will take precedence and will supersede any and all other conflicting Terms and Conditions.
Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re-submittals.
Prevailing Wages: Customer must promptly inform Telstar when a project will be registered on the Department of Industrial Relations. Customer must inform Telstar if Certified Payroll Reports are required to be submitted to Customer. If Customer requests Certified Payroll Reports beyond four weeks in arrears, Customer may be charged an administrative processing fee of $50.00 per week generated for said reports.
Authorized Signers: Only the following authorized signers of Telstar have the complete legal authority to bind contractual documents: Robert S. Marston (President/Secretary), John D. Gardiner (Vice President/Treasurer), Tammy Misenhimer (Contract Administrator). If a document is signed by an unauthorized signer, the document will be void and unenforceable.
Industry Material Pricing and Delivery: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to current industry labor shortages, sho rtage of containers, port congestion, and raw material shortages, that have extended lead times significantly. Telstar reserves the right to amend the delivery date and pricing of materials set forth in this quotation. Telstar considers any of the above related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions.
Insurance: Telstar’s standard insurance limits will apply.
Open Shop: Telstar is an Open Shop contractor and will not be signatory to any unions.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
We look forward to working with you on this project. If you have any questions, please contact me at the phone number below.
Sincerely,
Byron Martyn
Senior Project Manager/Electrical Engineer, PE
Telstar Instruments
916-508-6511
[email protected]
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION INSTRUMENTATION SERVICES
SCADA/AUTOMATION PLC/HMI ELECTRICAL CALIBRATION MAINTENANCE 1717 Solano Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028
8/12/2025
City of Fairfield
2900 Vista Grande Circle
Fairfield, CA 94534
Sent via Email: [email protected]
Attn: Stuart Hamilton
Subject: Waterman Southbrook Pump Station Panel Fabrication Reference: 30-43931
Drawings: N/A
Specifications: N/A
Dear Stuart,
Telstar Instruments (“Telstar”) is pleased to provide a quote for the referenced project to the above identified purchaser (“Customer”).
By accepting this proposal from Telstar you agree to treat this as confidential information.
SCOPE OF DESIGN SERVICES
1. Fabricate QTY 4 new VFD controlled pump starter buckets to fit in existing MCC space per fabrication drawings.
a. Includes new MCC bucket/breaker/door.
b. VFD to be utilized are Allen Bradley 755s
c. Door Mounted HIMs included.
d. Line reactors included.
2. Fabricate the new control back panel to fit into existing enclosure per fabrication drawings. a. PLC to be utilized is Allen Bradley Control Logix 5069. b. Includes new HMI.
c. Programming is exlcuded.
3. Delivery of panels to jobsite included.
Lump Sum Price for this Scope................................ ................................ ........................... $125,072.36 Shipping and Handling for Telstar Supplied Materials IS INCLUDED Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION INSTRUMENTATION SERVICES
SCADA/AUTOMATION PLC/HMI ELECTRICAL CALIBRATION MAINTENANCE
Sales Tax IS INCLUDED
This quotation is based on Customer’s representation that this IS NOT a prevailing wage project.
CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS
a. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) b. This quotation is based on the inclusion of Telstar’s standard Terms and Conditionsas part of any purchase order, contract or other agreement.
c. Bonding and Permitting are excluded.
d. Engineering studies of any kind are excluded.
e. Commissioning services are not included.
f. Telstar’s quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. g. Telstar assumes no responsibility for performance, applicability, compatibility, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. h. Please reference the above stated quote number in all correspondence and purchase orders. i. A fee of 2% will be applied to all invoices paid by credit card.
TERMS AND CONDITIONS
Base Terms: Quotation is valid for 30 days from the date of Telstar’s quotation. Payment is due and payable 30 days from date of invoice. If payment is not received by the 30th day, a .05% daily service charge (18 -3/4% per annum) will be charged on all accounts past due. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar’s quotation. Our standard insurance applies unless agreed to in writing by Telstar.
Telstar’s standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not limited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar’s estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the labor and materials specifically listed within the body of this quote. Service calls are charged at a 4-hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar’s scope of work.
Limitation of Liability : (a) In no event shall Telstar, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of pr ofits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of Customer, its officers, directors, members employees or any third parties for any damages. Telstar’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed twenty -five percent (25%) of the purchase price allocable to the Equipment, part or Services that is the subject of the claim. (b) All causes of action against Telstar Instruments arising Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION INSTRUMENTATION SERVICES
SCADA/AUTOMATION PLC/HMI ELECTRICAL CALIBRATION MAINTENANCE
out of or relating to this Agreement or the performance or breach hereof shall are deemed barred unless brought within one year from the date of discovery or other accrual. (c) In no event, regardless of cause, shall Telstar Instruments be liable for liqui dated damages, offsets or penalties of any kind or to indemnify, defend or hold harmless Customer, its officers, directors, members, employees or any third party, arising from or related to the Equipment and/or Services provided by Telstar.
Force Majeure: Telstar shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclar ed), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to ob tain necessary labor, materials, or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay.
Cancellation: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar.
Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect.
Precedence: In the event Telstar is issued an authorization for work, Purchase Order, Contract or similar Agreement with conflicting Terms and Conditions than those set forth herein, these Terms and Conditions will take precedence and will supersede any and all other conflicting Terms and Conditions.
Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re-submittals.
Prevailing Wages: Customer must promptly inform Telstar when a project will be registered on the Department of Industrial Relations. Customer must inform Telstar if Certified Payroll Reports are required to be submitted to Customer. If Customer requests Certified Payroll Reports beyond four weeks in arrears, Customer may be charged an administrative processing fee of $50.00 per week generated for said reports.
Authorized Signers: Only the following authorized signers of Telstar have the complete legal authority to bind contractual documents: Robert S. Marston (President/Secretary), John D. Gardiner (Vice President/Treasurer), Tammy Misenhimer (Contract Administrator). If a document is signed by an unauthorized signer, the document will be void and unenforceable.
Industry Material Pricing and Delivery: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to current industry labor shortages, sho rtage of containers, port congestion, and raw material shortages, that have extended lead times significantly. Telstar reserves the right to amend the delivery date and pricing of materials set forth in this quotation. Telstar considers any of the above related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions.
Insurance: Telstar’s standard insurance limits will apply.
Open Shop: Telstar is an Open Shop contractor and will not be signatory to any unions.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION INSTRUMENTATION SERVICES
SCADA/AUTOMATION PLC/HMI ELECTRICAL CALIBRATION MAINTENANCE
We look forward to working with you on this project. If you have any questions, please contact me at the phone number below.
Sincerely,
Byron Martyn
Senior Project Manager/Electrical Engineer, PE
Telstar Instruments
916-508-6511
[email protected]
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE 1717 Solano Way, Unit 34, Concord, CA 94520 Phone 925-671-2888, Fax 925-671-9507 4017 Vista Park Court, Sacramento, CA 95834 Phone 916-646-1999, Fax 916-646-1096 202 South Douty Street, Hanford, CA 93230 Phone 559-584-7116, Fax 559-584-8028
2/20/2025
City of Fairfield
2900 Vista Grande Circle
Fairfield, CA 94534
Sent via Email: [email protected]
Attn: Stuart Hamilton
Subject: Waterman Southbrook Pump Station Commissioning Services Reference: 30-43931
Drawings: N/A
Specifications: N/A
Dear Stuart,
Telstar Instruments (“Telstar”) is pleased to provide a quote for the referenced project to the above identified purchaser (“Customer”).
By accepting this proposal from Telstar you agree to treat this as confidential information.
SCOPE OF DESIGN SERVICES
1. 2 days of commissioning services for Telstar supplied equipment. a. VFD programming and Training included
b. PLC programming excluded.
c. Loop checks included.
Lump Sum Price for this Scope ................................ ................................ ............................... $6,032.00 Shipping and Handling for Telstar Supplied Materials IS INCLUDED Sales Tax IS INCLUDED
This quotation is based on Customer’s representation that this IS NOT a prevailing wage project.
CLARIFICATIONS, EXCEPTIONS, AND EXCLUSIONS
a. Material price is valid for seven (7) days from date referenced on this quote (Refer to COVID clause RE: MATERIAL PRICING AND DELIVERY under Terms and Conditions) b. This quotation is based on the inclusion of Telstar’s standard Terms and Conditions as part of any purchase order, contract or other agreement.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
c. Bonding and Permitting are excluded.
d. Engineering studies of any kind are excluded.
e. The estimate is for Design Services only.
f. Materials or commissioning services are not included. g. Telstar’s quotation includes only those items listed above. Requests for additions/deletions from our scope will require a change in the quoted price. h. Telstar assumes no responsibility for performance, applicability, compatibility, start-up, testing, or acceptance of any equipment not furnished by Telstar under this proposal. i. Please reference the above stated quote number in all correspondence and purchase orders. j. A fee of 2% will be applied to all invoices paid by credit card.
TERMS AND CONDITIONS
Base Terms: Quotation is valid for 30 days from the date of Telstar’s quotation. Payment is due and payable 30 days from date of invoice. If payment is not received by the 30th day, a .05% daily service charge (18 -3/4% per annum) will be charged on all accounts past due. In the event of a dispute concerning payment, attorney's fees, court costs and costs of collection will be paid to the prevailing party. The cost for permits and bonding are excluded unless expressly referenced in Telstar’s quotation. Our standard insurance applies unless agreed to in writing by Telstar.
Telstar’s standard one year parts only warranty applies to this quotation. All other warranties, express or implied, or referenced elsewhere in contract documents are excluded, including but not li mited to implied warranties of merchantability or fitness for purpose. Unless expressly stated in Telstar’s estimate, this quote is based on standard straight time hours and does not include any prevailing wage rates. The price quoted herein is for the l abor and materials specifically listed within the body of this quote. Service calls are charged at a 4-hour minimum per person, excluding travel time. Unless expressly stated in the quotation, training, operation and maintenance manuals, and preparation of as built drawings are excluded from Telstar’s scope of work.
Limitation of Liability : (a) In no event shall Telstar, its suppliers or subcontractors be liable for special, indirect, incidental or consequential damages, whether in contract, warranty, tort, negligence, strict liability or otherwise, including, but not limited to, loss of pr ofits or revenue, loss of use of the Equipment or any associated equipment, cost of capital, cost of substitute equipment, facilities or services, downtime costs, delays, and claims of customers of Customer, its officers, directors, members employees or any third parties for any damages. Telstar’s liability for any claim whether in contract, warranty, tort, negligence, strict liability, or otherwise for any loss or damage arising out of, connected with, or resulting from this Agreement or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, repair, replacement, installation, technical direction of installation, inspection, operation or use of any equipment covered by or furnished under this Agreement, or from any services rendered in connection therewith, shall in no case exceed twenty -five percent (25%) of the purchase price allocable to the Equipment, part or Services that is the subject of the claim. (b) All causes of action against Telstar Instruments arising out of or relating to this Agreement or the performance or breach hereof shall are deemed barred unless brought within one year from the date of discovery or other accrual. (c) In no event, regardless of cause, shall Telstar Instruments be liable for liquidated damages, offsets or penalties of any kind or to indemnify, defend or hold harmless Customer, its officers, directors, members, employees or any third party, arising from or related to the Equipment and/or Services provided by Telstar.
Force Majeure: Telstar shall neither be liable for loss, damage, detention or delay nor be deemed to be in default for failure to perform when prevented from doing so by causes beyond its reasonable control including but not limited to acts of war (declared or undeclar ed), Acts of God, fire, strike, labor difficulties, acts or omissions of any governmental authority or of Customer, compliance with government regulations, insurrection or riot, embargo, delays or shortages in transportation or inability to ob tain necessary labor, materials, or manufacturing facilities Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
from usual sources or from defects or delays in the performance of its suppliers or subcontractors due to any of the foregoing enumerated causes. In the event of delay due to any such cause, the date of delivery will be extended by period equal to the delay plus a reasonable time to resume production, and the price will be adjusted to compensate Telstar Instruments for such delay.
Cancellation: In the event of cancellation by Customer, Customer agrees to fully reimburse and compensate Telstar for all costs associated with this Quotation or subsequent order, including but not limited to engineering, labor, materials, quote and estimating time, and product return fees, plus a ten percent (10%) markup to compensate for disruption in scheduling, planned production, indirect costs and profit. Payment for cancellation shall be due within ten (10) days from the date of submission of charges by Telstar.
Entire Agreement: This Quotation constitutes the entire agreement between Telstar and Customer. There are no agreements, understandings, restrictions, warranties, or representations between Telstar and Customer other than those set forth herein or herein provided. This Quotation may only be amended, changed or revised by a written amendment signed by an authorized representative of Telstar. No oral or implied agreements shall be of any force or affect.
Precedence: In the event Telstar is issued an authorization for work, Purchase Order, Contract or similar Agreement with conflicting Terms and Conditions than those set forth herein, these Terms and Conditions will take precedence and will supersede any and all other conflicting Terms and Conditions.
Submittals: In the event Telstar receives a Notice to Proceed or a written statement to proceed with submittals, Telstar will be entitled to compensation based on percent of completion of submittal cost to Customer. Telstar will prepare only one set of submittals, and any resubmittals shall be subject to an additional charge for engineering time and other costs in preparing re-submittals.
Prevailing Wages: Customer must promptly inform Telstar when a project will be registered on the Department of Industrial Relations. Customer must inform Telstar if Certified Payroll Reports are required to be submitted to Customer. If Customer requests Certified Payroll Reports beyond four weeks in arrears, Customer may be charged an administrative processing fee of $50.00 per week generated for said reports.
Authorized Signers: Only the following authorized signers of Telstar have the complete legal authority to bind contractual documents: Robert S. Marston (President/Secretary), John D. Gardiner (Vice President/Treasurer), Tammy Misenhimer (Contract Administrator). If a document is signed by an unauthorized signer, the document will be void and unenforceable.
Industry Material Pricing and Delivery: Telstar is unable to hold prices on materials for more than 7 days. Prices for plastic, copper, steel, and other commodities fluctuate daily. Our vendors and manufacturers are experiencing unprecedented delays due to current industry labor shortages, sho rtage of containers, port congestion, and raw material shortages, that have extended lead times significantly. Telstar reserves the right to amend the delivery date and pricing of materials set forth in this quotation. Telstar considers any of the above related changes imposed by our vendors and manufacturers as outside its reasonable control and subject to Force Majeure provisions.
Insurance: Telstar’s standard insurance limits will apply.
Open Shop: Telstar is an Open Shop contractor and will not be signatory to any unions.
Contractor License #422364
Contractor DIR #1000000899
CONTROL SYSTEM INTEGRATION • INSTRUMENTATION SERVICES
SCADA/AUTOMATION • PLC/HMI • ELECTRICAL • CALIBRATION • MAINTENANCE
We look forward to working with you on this project. If you have any questions, please contact me at the phone number below.
Sincerely,
Byron Martyn
Senior Project Manager/Electrical Engineer, PE
Telstar Instruments
916-508-6511
[email protected]
4 Rev. 01/09/2025
EXHIBIT “B”
PAYM
ENT
1) The total contract price for services rendered by CONTRACTOR under this Agreement shall not exceed $352,622.84.
2) Payment shall be made to CONTRACTOR based on monthly progress billings and final invoice. Final invoice to be submitted on completion of scope o f work set forth in Exhibit “A”.
3) Any additional meetings or work required beyond that set forth in Exhibit “A” shall be mutually
agreed to by the CITY and CONTRACTOR, and shall be billed on a time and materials basis to
the City of Fairfield.
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EXHIBIT “C”
GENERAL PROVISIONS
1) INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, CONTRACTOR shall be an independent Contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR's services rendered pursuant to this Agreement; however, CITY shall not have the right to control the means by which CONTRACTOR accomplishes services rendered pursuant to this Agreement. 2) LICENSES; PERMITS; ETC. CONTRACTOR represents and warrants to CITY that CONTRACTOR has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for CONTRACTOR to practice CONTRACTOR's profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any licenses, permits, and approvals which are legally required for CONTRACTOR to practice his profession. 3) TIME. CONTRACTOR shall devote such services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of CONTRACTOR's obligations pursuant to this Agreement. CONTRACTOR shall adhere to the Schedule of Activities as described in their Executive Summary.
4) CONTRACTOR NOT AN AGENT. Except as CITY may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this Agreement, to bind CITY to any obligation whatsoever.
5) ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6) PERSONNEL. CONTRACTOR shall assign only competent personnel to perform services pursuant to this Agreement. In the event that CITY, in its sole discretion, at anytime during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons.
7) STANDARD OF PERFORMANCE. CONTRACTOR shall perform all services required pursuant to this Agreement. Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONTRACTOR is engaged in the geographical area in which CONTRACTOR practices his profession. All products which CONTRACTOR delivers to CITY pursuant to this Agreement shall be prepared in a workmanlike manner, and conform to the standards of quality normally observed by a person practicing in CONTRACTOR's profession. CITY shall be the sole judge as to whether the product of the CONTRACTOR is satisfactory.
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8) CANCELLATION OF AGREEMENT. This Agreement may be canceled at any time by the CITY at its discretion upon written notification to CONTRACTOR. CONTRACTOR is entitled to receive full payment for all services performed and all costs incurred up to and including the date of receipt of written notice to cease work on the project. CONTRACTOR shall be entitled to no further compensation for work performed after the date of receipt of written notice to cease work. All completed and incomplete products up to the date of receipt of written notice to cease work shall become the property of CITY.
9) PRODUCTS OF CONSULTING. All products of the CONTRACTOR created under this Agreement shall be the property of the CITY.
10) INDEMNIFY AND HOLD HARMLESS. CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officers, agents, employees and volunteers from all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra- hazardous activities, activities giving rise to strict liability, or defects in design by CONTRACTOR or any person directly or indirectly employed by or acting as agent for CONTRACTOR in the performance of this Agreement, including the concurrent or successive passive negligence of the CITY, its officers, agents, employees or volunteers.
It is understood that the duty of CONTRACTOR to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance of insurance certificates and endorsements required under this Agreement does not relieve CONTRACTOR from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages. 11) PROHIBITED INTERESTS. No employee of the CITY shall have any direct financial interest in this agreement. This agreement shall be voidable at the option of the CITY if this provision is violated.
12) LOCAL EMPLOYMENT POLICY . The CIT Y desires wherever possible, to hire qualified local residents to work on city projects. Local resident is defined as a person who resides in Solano County. The CITY encourages an active affirmative action program on the part of its contractors, consulta nts and developers. When local projects require, subcontractors, contractors, consultants and developers will solicit proposals from qualified local firms where possible.
As a way of responding to the provisions of the Davis-Bacon Act and this program, contractor, consultants, and developers will be asked, to provide no more frequently than monthly, a report which lists the employee's name, job class, hours worked, salary paid, city of residence, and ethnic origin.
13) CONTRACTOR NOT A PUBLIC OFFICIAL. CONTRACTOR is not a "public official" for purposes of Government Code §§ 87200 et seq. CONTRACTOR conducts research and arrives at his or her 7 Rev. 01/09/2025
conclusions, advice, recommendation, or counsel independent of the control and direction of the CITY or any CITY official, other than normal contract monitoring. In addition, CONTRACTOR possesses no authority with respect to any CITY decision beyond these conclusions, advice, recommendation, or counsel.
14) EMPLOYMENT DEVELOPMENT DEPARTMENT REPORTING REQUIREMENTS . When the CITY executes an agreement for or makes payment to CONTRACTOR in the amount of $600 (six hundred dollars) or more in any one calendar year, CONTRACTOR shall provide the following information to CITY to comply with Employment Development Department (EDD) reporting requirements:
a) Whether CONTRACTOR is doing business as a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation, non -profit corporation or other form of organization.
b) If CONTRACTOR is doing business as a sole proprietorship, CONTRACTOR shall provide the full name, address and social security number or federal tax identification number of the sole proprietor.
c) If CONTRACTOR is doing business as other than a sole proprietorship, CONTRACTOR shall provide CONTRACTOR’s federal tax identification number. 15) LABOR AND WAGE CODE GUIDELINES. Attention is directed to Section 1777.5 of the Labor Code as it applies to Apprenticeship Standards.
Th
e general prevailing wage rates for each craft, classification, or type of workman shall be determined by the Director of Industrial Relations (available online at http://www.dir.ca.gov/dlsr/PWD/index.html - select the appropriate wage decision and then collect the wage decisions for Statewide, Northern California and Solano County). A copy of these wage rate determination are kept on file are available for review at the Office of the City Engineer located at 1000 Webster Street.
In a
ccordance with the provisions of Section 1860 of the California labor Code, attention is directed to the requirement that in accordance with the provisions of Section 3700 of the California Labor Code, every contactor will be required to secure the payment of compensation of his or her employees.
Atte
ntion is directed to the Federal Minimum wage rate requirements. If there is a difference between the minimum wage rates predetermined by the Secretary of Labor and the general prevailing wage rates determined by the Director of the California Department of Industrial relations for similar classifications of labor, the Contractor and subcontractors shall pay not less than the higher wage rates. The Department will not accept lower State wage rates not specifically included in the Federal minimum wage determinations. Where Federal wage determinations do not contain the State wage rate determination otherwise available for use by the Contractor and subcontractors, the Contractor and subcontractors shall pay not less than the Federal minimum wage rates, which most closely approximates the duties of the employees in question.
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16) CON
TRACT BONDS (required for projects above $25k). The Contractor shall furnish two good and sufficient bonds in compliance with applicable federal and state laws. One of the bonds in the amount of one hundred percent (100%) of the contract price shall guarantee the faithful performance of the contract by the Contractor; and, in addition, by its terms, the faithful performance bond shall remain in full force and effect for a period of one (1) year from and after the completion and acceptance of said work to guarantee the repair and/or replacement of faulty workmanship and defective material. The other bond shall be a payment (labor and material) bond in the amount of one hundred percent (100%) of the contract price. Each respective bond shall be in the form set forth in the Articles of Agreement Section.
Whenever any surety or sureties on any such bonds, or on any bonds required by law for the protection of the claims of laborers and material men, become insufficient, or the City has cause to believe that such surety or sureties have become insufficient, a demand in writing may be made of the Contractor for such further bond or bonds or additional surety, not exceeding that originally required, as is considered necessary, considering the extent of the work remaining to be done. Thereafter no payment shall be made upon such contract to the Contractor or any assignee of the Contractor until such further bond or bonds or additional surety has been furnished.
The
City Engineer before execution of the contract by City may require that Contractor submit the documents enumerated in Code of Civil Procedure section 995.660 to verify the sufficiency of the surety or sureties on the contract bonds. 9 Rev. 01/09/2025
EXHIBIT “D”
INSURANCE REQUIREMENTS
CONSULTANT shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. 1) MINIMUM SCOPE AND LIMITS OF INSURANCE
a) Commercial General Liability coverage (occurrence Form CG 00 01) with minimum limits of $1,000,000 per occurrence for bodily injury, personal injury, products and completed operations, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
b) Automobile Liability coverage (Form CA 00 01 with Code 1 – any auto) with minimum limits of $1,000,000 per accident for bodily injury and property damage. c) Workers’ Compensation insurance as required by the State of California and Employers’ Liability insurance, each in the amount of $1,000,000 per accident for bodily injury or disease. 2) INDUSTRY SPECIFIC COVERAGES
If checked below, the following insurance is also required.
Professional Liability Insurance / Errors and Omissions Liability in the minimum amount of $1,000,000 per occurrence.
Pollution Liability Insurance in the minimum amount of $1,000,000 per occurrence Garage Keepers Insurance in the minimum amount of $1,000,000 per occurrence Fidelity / Crime / Dishonesty Bond in the minimum amount of $____________ MCS-90 Endorsement to Business Automobile insurance for transportation of hazardous materials and pollutants
Builder’s Risk / Course of Construction Insurance in the minimum amount of $__________. 3) IN
SURANCE PROVISIONS
a) DEDUCTIBLES AND SELF-INSURED RETENTIONS. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its officers, officials, employees and volunteers; or the CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. b) The general and automobile liability policies (and if applicable, pollution liability, garage keepers liability and builder’s risk policies) are to contain, or be endorsed to contain, the following provisions:
10 Rev. 01/09/2025
i) The CITY, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the CONSULTANT; products and completed operations of the CONSULTANT; premises owned, occupied or used by the CONSULTANT; and automobiles owned, leased, hired or borrowed by the CONSULTANT. The coverage shall contain no special limitations on the scope of protection afforded to the CITY, its officers, officials, employees or volunteers. ii) For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the CITY, its officers, officials, employees and volunteers. Any insurance or self-insured maintained by the CITY, its officers, officials, employees or volunteers shall be in excess of the CONSULTANT’S insurance and shall not contribute with it. iii) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the CITY, its officers, officials, employees or volunteers.
iv) The CONSULTANT’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. v) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the CITY.
vi) The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated above shall not serve to reduce the CONSULTANT’S policy limits of coverage.
Therefore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. c) ACCEPTABILITY OF INSURER. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY.
VERIFICATION OF COVERAGE. CONSULTANT shall furnish the CITY with original endorsements effecting coverage required by this Exhibit D. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf; on forms equivalent to CG 20 10 11 85, subject to CITY approval; and submitted electronically via email at [email protected]. All insurance certificates and endorsements are to be received and approved by the CITY before work commences. At the request of the CITY, CONSULTANT shall provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. d) SUB -CONTRACTORS. CONSULTANT shall require all subcontractors to procure and maintain insurance policies subject to the requirements of Exhibit D. Failure of CONSULTANT to verify existence of sub- contractor’s insurance shall not relieve CONSULTANT from any claim arising from sub-contractors work on behalf of CONSULTANT.