AMENDMENT NO. ONE TO
ON-CALL MAINTENANCE/REPAIR SERVICES AGREEMENT
WITH SUPERIOR ELECTRIC MOTOR SERVICE INC. FOR
AS-NEEDED ELECTRIC MOTOR REPAIR SERVICES
THIS AMENDMENT NO. ONE TO ON-CALL MAINTENANCE/REPAIR
SERVICES AGREEMENT (“Amendment No. One”) ismade and entered into as of this 13th day of January, 2026 (“EffectiveDate”),by and between the CITY OF NEWPORT BEACH, a Californiamunicipal corporation and charter city (“City”),and SUPERIOR ELECTRIC MOTOR SERVICE INC., a Californiacorporation(“Consultant”),whose address is4622 Alcoa Avenue, Vernon, California90058, and is made with reference to the following:
RECITALS
A. On June 1,2022, Cityand Consultant entered intoa Maintenance/Repair Services Agreement (Contract No.C-7115-2) (“Agreement”)to perform on-callmaintenance and/or repairservicesforthe City(“Project”).
The partiesdesire to enter intothisAmendment No. One to update Ihe insurance requirements, and to reflectan increase in the total compensation due to an increased volume of repair.
B.
NOW, THEREFORE, itismutuallyagreed by and between the undersigned parties as follows:
1. COMPENSATION TO CONTRACTOR
Section 4.1 of the Agreement is amended in itsentiretyand replaced with the following:“City shallpay Contractorforthe Services on a time and expense not-to-exceed basis in accordance with the provisionsof thisSection and the Letter Proposal and the Schedule of BillingRates attached hereto as Exhibit B and incorporated herein by reference. Except as otherwise provided herein, no rate changes shallbe made during the term of this Agreement without the prior written approval of City. Contractor’s compensation forallServices performed inaccordance with thisAgreement, includingall reimbursable items, shallnot exceed Two Hundred Twenty Thousand Dollars and 00/100 ($220,000.00),withoutpriorwrittenamendment to the Agreement.” The totalamended compensation reflectsConsultant’sadditionalcompensation to be performed in accordance with this Amendment No. One, includingallreimbursable items and subconsultant fees, in an amount not to exceed One Hundred Thousand Dollars and 00/100 ($100,000.00).
2. INSURANCE
As of this Effective Date of this Amendment No. One, ExhibitC of the Agreement shall be deleted in its entirety and replaced with Exhibit C, attached hereto and Attachment A
incorporated herein by reference. Any reference to Exhibit C in the Ag'eement shall hereafter refer to Exhibit C attached hereto.
3. INTEGRATED CONTRACT
Except as expressly modified herein,allother provisions,terms, and covenants set forthinthe Agreement shallremain unchanged and shall be in fullforce and effect. [SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the partieshave caused thisAmendment No. One to be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY’S OFFICE
CITY OF NEWPORT BEACH,
a Californiamunicipal corporation
U.lo^j'ZoZiDate: Date:
OrBy: By:.
Aaron C. Harp
City Attorney
TBD
Mayor
ATTEST:
Date:
CONTRACTOR: SUPERIOR ELECTRIC
MOTOR SERVICE INC., a California
corporation
Date:
By: By:
Lena Shumway
City Clerk
Art Marachelian
Chief Executive Officer
Date:
By:
Christopher Marachelian
Chief Financial Officer
[END OF SIGNATURES]
ExhibitC - Insurance RequirementsAttachments:
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EXHIBIT C
INSURANCE REQUIREMENTS - MAINTENANCE/REPAIR/JANITORIAL SERVICES
1. Provision of Insurance. Without limitingContractor’s indemnifica:ion of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at itsown expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. IfContractor uses existing coverage to comply and that coverage does not meet these requirements. Contractor agrees to amend, supplement or endorse the existingcoverage.
Acceptable Insurers. All insurance policiesshall 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 FinancialSize Category Class VII (or larger)in accordance with the latesteditionof Best’s Key Rating Guide, unless otherwise approved by the City’sRisk Manager.
2. 3. Coverage Requirements.
A. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation Insurance, statutory limits,and Employer’s Liability Insurance with limitsof at least one milliondollars ($1,000,000) each accident forbodilyinjuryby accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code.
Contractor shallsubmit to City,along with the certificateof insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers,agents, volunteers, employees, and any person or entityowning or otherwise in legal control of the property upon which Contractor performs the Project and/or Services contemplated by this Agreement.
B. General Liability Insurance,
general liabilityinsurance and, ifnecessary, umbrella liabilityinsurance, with coverage at leastas broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four milliondollars($4,000,000) general aggregate. The policy shall cover liabilityarising from premises, operations, products-completed operations, personal and advertising injury,and liabilityassumed under an insured contract (includingthe tort liabilityof another assumed in a business contract).
Contractor shall maintain commercial
C. Automobile Liability Insurance,
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injuryand property damage forallactivities of Contractor Contractor shall maintain automobile
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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 singlelimiteach accident.
Other Insurance Requirements. The policiesare to contain,or be endorsed to contain, the following provisions:
Waiver of Subrogation. Allinsurance coverage maintainec or procured pursuant to this Agreement shall be endorsed to waive subrogation against City,itsCity Council, boards and commissions, officers,agents, volunteers,employees, and any person or entityowning or otherwise in legalcontrolof the propertyupon which Contractor performs the Project and/or Services contemplated by this Agreement or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive theirrightof recovery prior to a loss.
Contractorhereby waives itsown rightof recoveryagainst City,and shall require similarwritten express waivers from each of its subcontractors.
AdditionalInsured Status. Allliabilitypoliciesincludinggeneral liability, products and completed operations, excess liability,pollution liability, and automobile liability,if required, shall provide or be endorsed to provide that City, itsCity Council, boards and commissions, officers, agents, volunteers, employees, and any person or entityowning or otherwise in legal control of the property upon which Contractor performs the Projectand/or Services contemplated by this Agreement shallbe included as insureds under such policies.
Primary and Non Contributory. All liabilitycoverage shall apply on a primary basis and shall not require contributionfrom any insurance or self-insurance maintained by City.
Notice of Cancellation. All policies shall provide City with thirty(30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice isrequired)or nonrenewal of coverage for each required coverage.
4. A.
B.
C.
D.
5. Additional Agreements Between the Parties. The parties hereby agree to the following;
A. Evidence of Insurance. Contractor shall provide certificatesof insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation and other endorsements as specified herein for each coverage.
Insurance certificatesand endorsement must be approved by City’sRisk Manager priorto commencement of performance. Current certification of insurance shallbe kept on filewith City at alltimes during the term of this Agreement. The certificatesand endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind SUPERIOR ELECTRIC MOTOR SERVICE INC. Page C-2
coverage on itsbehalf. At leastfifteen(15) days priorto the expiration of any such policy,evidence of insurance showing thatsuch insurance coverage has been renewed or extended shall be filedwith the City. If such coverage iscancelled or reduced, Contractor shall,within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, filewith the City evidence of insurance showing that the required insurance has been reinstatedor has been provided through another insurance company or companies. City reserves the right to require complete, certifiedcopies of allrequired insurance policies, at any time.
City’sRight to Revise Requirements. Cityreservesthe rightat any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) ca endar days advance writtennoticeof such change. Ifsuch change results in substantialadditionalcost to Contractor, City and Contractor may renegotiate Contractor’scompensation.
Right to Review Subcontracts. Contractoragrees thatupon request, all agreements with subcontractors or others with whom Contractor enters intocontracts with on behalf of City willbe submitted to City for review.
Failureof Cityto request copies of such agreements willnot impose any liabilityon City,or itsemployees. Contractor shallrequire and verifythat all subcontractors maintain insurance meeting allthe requirements stated herein,and Contractor shallensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shallprovide coverage with a format at least as broad as CG 20 38 04 13.
B.
C.
D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failureon the part of Cry to inform Contractor of non-compliance with any requirement imposes no additionalobligationson City nor does itwaive any rights hereunder.
Requirements not Limiting.Requirements of specificcoverage features or limits contained in this Section are not intended as a limitation on coverage, limitsor other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarificationonly as itpertains to a given issue and isnot intended by any partyor insured to be allinclusive, or to the exclusion of other coverage, or a waiver of any type. Ifthe Contractor maintains higher limitsthan the minimums shown above, the City requires and shall be entitledto coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limitsof insurance and coverage shall be available to the City.
Self-insured Retentions. Any self-insuredretentionsmust be declared to and approved by City. City reserves the rightto require that self- E.
F.
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insured retentions be eliminated,lowered, or replaced by a deductible.
Self-insurance willnot be considered to comply with these requirements unless approved by City.
City Remedies for Non-Compliance. IfContractor or any subcontractor failsto provide and maintain insurance as required herein, then City shall have the rightbut not the obligation,to purchase such insurance, to terminate this Agreement, or to suspend Contractor’s rightto proceed untilproper evidence of insurance is provided. Any amounts paid by City shall,at City’s sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand.
Timely Notice of Claims. Contractor shallgive City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’sperformance under thisAgreement, and that involve or may involve coverage under any of the required liabilitypolicies. City assumes no obligation or liabilityby such notice, but has the right(but not the duty) to monitor the handling of any such claim or c aims ifthey are likelyto involve City.
Contractor’s Insurance. Contractor shall also procure and maintain, at itsown 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.
G.
H.
I.
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