6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
Title:
I hereby certify that this Contract
has been approved by City Council.
B y :
City Clerk
Approved as to form:
B y :
City Attorney
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
By:
Oma Nguyen
Title: Sales Representative
Date Signed:
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
B
y:
Title:
Date Signed:
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and
(b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 October 27, 2023
To: Public Works Department Proposal #: Proposal 1st Revision Company: City of Richmond Validity: 90 Days from date of this proposal Phone: N/A Type: Critical Power Solutions
Email: [email protected]
d.ca.us
Project: Emergency Generator Inspection &
Repairs
Prepared By: Oma Nguyen Payment Terms: Net 30
Phone: 909-581-4841
Email: [email protected]
Lorbel Inc. is pleased to provide The City of Richmond with our Proposal 1st Revision for your review and consideration. This proposal is based on the project information provided and based on interpretation and understanding of the requirements for this project. The following scope of work will include an Annual Service Proposal for Multiple Generator equipment. The Generator Service Pricing is for the generator located at ground level, and within 25 feet of the designated parking spot for the service vehicle. *Load Bank Test to be completed during the same visit as the Annual Service. Pricing has been provided based on the exact equipment information that has been provided, any equipment featuring different information will feature pricing that reflects the exact size, location, and position of the generator.
Proposal 2023-2025
Item Qty Description
1 1 City Hall Civic Center
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS inspection
- 510KW Kohler Generator
*See SOW List Below *
Item Qty Description
2 1 Emergency Operations Center
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 100KW John Deere
*See SOW List Below *
Item Qty Description
3 1 Fire Station 61
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
(2023): $4,296.50
(2024): $4,512.30
(2025): $4,739.80
(2023): $2,457.00
(2024): $2,583.10
(2025): $2,711.80
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Item Qty Description
4 1 Fire Station 62
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
5 1 Fire Station 63
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
6 1 Fire Station 64
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
7 1 Fire Station 64
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
8 1 Fire Station 66
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
9 1 Fire Station 67
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Item Qty Description
10 1 Fire Station 68
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
11 1 Community Service Center (CSC)
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 164KW John Deere
*See SOW List Below *
Item Qty Description
12 1 Hall of Justice / DiCom Bldg.
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 240KW Cummins Generator
*See SOW List Below *
Item Qty Description
13 1 Nichol Knob
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 50KW Kohler Generator
*See SOW List Below *
Item Qty Description
14 1 Corporation Yard
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 10KW Rating Provided
*See SOW List Below *
Item Qty Description
15 1 Richmond Municipal Library
Annual Generator Service Includes:
- 2 Hour Load Bank Test
- Visual ATS Inspection
- 50KW Generac Generator
*See SOW List Below *
(2023): $1,960.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $2,782.00
(2024): $2,925.00
(2025): $3,073.20
(2023): $3,139.50
(2024): $3,302.00
(2025): $3,472.30
(2023): $2,359.50
(2024): $2,477.80
(2025): $2,606.50
(2023): $1,969.50
(2024): $2,069.60
(2025): $2,177.50
(2023): $2,359.50
(2024): $2,477.80
(2025): $2,606.50
(2023 Total): $32,760.00
(2024 Total): $34,426.60
(2025 Total): $36,201.10
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 GENERATOR MAINTENANCE REPAIR SERVICES (ANNUAL AGREEMENT) Scope of Work :
1. Lorbel warranties parts and service for 90 days from date of purchase to be free from defects in workmanship under normal use and service. Lorbel obligation under this warranty is limited to repair or replacement at Lorbel’s option of any parts damaged due to faulty workmanship. Lorbel shall in no event be liable for failures resulting from owner or operator abuse or neglect such as but not limited to operation without adequate fluids, over fueling, over speeding, lack of maintenance, improper storage, starting, warm-up, run-in, or shutdown practices.
Lorbel shall in no event be liable for towing charges, maintenance items, communications expenses, overtime expenses, and cargo expenses and all business costs and losses of revenue resulting from a warrantable failure.
2. Lorbel shall advise the COMPANY of any changes made to equipment.
3. Lorbel, at its own expense, shall obtain and maintain in full force and affects the following insurance with sound and reputable insurers during the term of this agreement. -Worker’s Compensation insurance in accordance with the statutory requirements of the state of California:
-Automobile Liability insurance on all motor vehicles for highway use, both owned and non-owned and, -Comprehensive Liability insurance for bodily injury and property damage.
4. Customer will be responsible for any additional premiums that occur due to requests for special endorsements or
5. forms that are not a part of Lorbel ‘s standard insurance policy.
6. The customer will be responsible for any additional premiums that occur due to requests for special endorsements or forms that are not a part of Lorbel’s standard insurance policy.
7. Neither COMPANY nor Lorbel may assign this agreement or any of its rights hereunder or delegate any of its duties hereunder without prior written consent of the other.
8. Service and hourly rates are reviewed and potentially increased at the end of each calendar year based on CPI Index cost of living.
9. Load Bank pricing is for a one-to-two-hour load bank during normal business hours at the time of inspection/service only, unless otherwise noted. If the generator experienced failure during load bank testing additional charges to return later and complete load bank will apply. To perform any Load Bank Test. An appropriate breaker must be affixed to the generator for energy isolation and surge protection of the equipment as well as the safety for all personnel. If a generator set does not have an appropriate breaker, then the load bank test will not be completed. Quotes can be provided for additions of breakers. Lorbel will not be responsible for damaged equipment.
10. Lorbel is not responsible for parts delay, additional cost for delay in parts for repair is at customer’s expense.
Material cost increases incurred during contract period of more than 3% will be added to the cost of the project Quotes are good for 30 days Customer acknowledges and agrees that they have been advised as follows:
- Lorbel may not be able to get parts for their generator. - This could be due to age or availability.
- Any attempt to have a part rebuilt/refurbished is at the sole cost and discretion of the customer. - To get an older/obsolete/unavailable part refurbished, Lorbel may utilize un-vetted vendors. Normal warranty does not apply.
- Customer is liable for all labor time spent regardless of outcome. - Additional charges may be incurred in some circumstances for proprietary software requiring OEM support.
- Rental generator charges are not included in any repair quote unless specified. - Rental charges are quotes at T & M and the rental period could extend based on availability of parts. - Assuming generators are at ground floor and reasonable access for a service truck within 25’ of the generator.
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 PLEASE NOTE:
• Credit is subject to Lorbel Critical Power Services approval in its sole discretion. This quote in no way constitutes approval of credit.
• Lorbel Critical Power Services terms and conditions apply. • The Terms and conditions of this quotation govern over any conflict between this quotation and customer’s purchase order or other document, made either prior or subsequent to this quotation.
PRICING SUMMARY Dollar Amount
TOTAL PRICE FOR ITEMS 1 – 14 (3 Years): 2023 Total:
$32,760.00
2024 Total:
$34,426.60
2025 Total:
$36,201.10
Freight to job site - Estimated: N/A
Sales Tax - Estimated: N/A
Freight is FOB shipping point, prepaid and invoiced upon completion of the project. Not included in Total Price Prices are firm for 60 Days from the date of this quotation Estimated equipment lead time is 1 Weeks ARO from receipt of approved order or receipt of approved submittal, if required.
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Terms & Conditions
Service Agreement, Time & Materials
Service Agreement: Unless covered by an existing Lorbel maintenance agreement, Lorbel agrees to service the Equipment listed under “EQUIPMENT INFORMATION” per the Terms and Conditions set forth below (the “Agreement”).
Service: Lorbel shall, in accordance with services purchased and in accordance with generally accepted professional practices, furnish all necessary service, parts and materials to maintain/restore the Equipment to good working condition and repair. All Lorbel supplied parts, replaced by Lorbel , shall comply with the equipment manufacturers published standards and/or specifications. Lorbel disclaims all warranties and guarantees, express or implied. See “LIMITATI ON ON EQUIPMENT AND SERVICES COVERED B Y THIS AGREEMENT” below. The parties agree that this is a contract for services and is not subject to any Uniform Commercial Code. Similarly, Lorbel will not accept those terms and conditions offered by the Owner in its purchase order, requisition, or notice of authorization to proceed, except as set forth herein or expressly agreed to in writing. Written acknowledgment of receipt, or the actual performance of services subsequent to receipt of such purchase order, requisition, or notice of authorization to proceed is specifically deemed not to constitute acceptance of any terms or conditions contrary to those set forth herein. Customer hereby grants Lo rbel full and reasonable access to the Service Location at which the Equipment is located for the perfor mance of these services. Lorbel shall not be liable for damages to the equipment if Customer authorizes service, operation, and/or modification of said equipment by another party whereby it results in a shutdown, removal or alteration of the equipment by the other party. In the event of such an occurrence, Lorbel will invoice separate of this Agreement for costs incurred to return the equipment to industr y standards, in accordance with Lorbel ’s then current time and materials rates, and Lorbel shall not be liable for future damages arising from the services performed by Customer-authorized third party. --Charges Apply to any Scheduled Service Cancellations--
Service Dates: Preventive Maintenance (PM) will be tentatively scheduled upon contract start date. The first PM (Major) shall be completed during the first month of the contract. Any additional PM’s (i.e. Minor) shall be completed during the sixth month of the contract. Failure to acknowledge the maintenance schedule will render the customer non-responsive; therefore, forfeiting Preventive Maintenance Service(s).
Discontinuance of Parts: For those systems deemed obsolete by the manufacturer (systems typically greater than 15 years of age), Lorbel will continue to source replacement parts to the best of its ability. Should replacement parts for these obsolete systems not be available, Lorbel will notify customer of such and shall be owed for any service work and /or expenses performed/provided to that point.
Termination of Agreement: Lorbel shall have the right to terminate this Agreement at any time and for any reason. Customer has the right to cancel thi s contract with a 30 day written notice. In the event of a cancellation, Lorbel will invoice customer for all worked performed p rior to agreement cancellation, a cancellation penalty, any costs associated with special order items, and/or a 20% parts re-stocking fee, as applicable.
Limitation on Equipment and Services Covered by this Agreement: This Agreement, and Lorbel ’s obligations hereunder, covers only the equipment listed in the “EQUIPMENT INFORMATION” section. Any equipment not listed may be serviced by Lorbel r at the Customers request, or if deemed necessary by Lorbel , but all such work shall be billed to Customer at Lorbel ’s standard prevailing rates for such labor and materials, and Customer agrees to pay all such charges pu rsuant to the terms of this Agreement. This Agreement does not cover damages caused by misuse, negligence, accident, theft or unexplained loss, abuse, fire, flood, wind, lightning or other electrical surge, tornado, sandstorm, hail, explosion, earthquake, smoke, vandalism, terrorism, acts of God or public enemy, or improper wiring, installation, repair or alteration by anyone other than Lorbel. Misuse shall apply whereby the equipment is operated in a condition extending outside of the equipment manufacturers recommended operating conditions or specifications, or exceeds the equipment’s original design limits. Examples include, but are not limited to, phase -imbalance conditions (more than 20%). Repairs required by any of the above excepted causes will be made by Lorbel at the standard prevailing rates for the necessary labor and materials shall be billed to the Customer, and Customer agrees to pay all such changes pursuant to the terms of this Agreement. Lorbel shall not liable for any repairs, materials or labor in excess of the contract amount herein. This Agreement does not cover any pre -existing damaged parts or labor deemed necessary by Lorbel prior to the initial service inspection by Lorbel . Any parts a nd/or labor coverage deemed necessary will not go into effect until after said corrections are made by Customer.
Insurance: Lorbel maintains insurance coverage and limits as it deems necessary. Upon Owners request, Lorbel (a) shall provide Owner with a Certificate of Liability Insurance, and (b) shall provide Owner with thirty (30) days advance notice of any cancellation or material change in coverage. If the Owner requires coverage or limits in addition to those in effect as of the date of the agreement, premiums for additional insurance shall be paid by the Owner.
Limitation/Disclaimer of Liability: Lorbel shall not be liable for any direct, indirect, incidental, special, or consequential damages, loss, or expense (includ ing, but not limited to loss of use, revenue, data, or profit), directly or indirectly arising from the customers use of, or inability to use, the Equipment either separately or in combination with other equipment, or for personal injury or loss or destruction of other property, or from any other cause. Customer will pay any Mu nicipal, County, State or Federal sales, excise or other taxes which may be levied upon the service or materials provided pursuant to this Agreement. Customer shall indemnify Lorbel against and hold Lorbel harmless from any and all claims, actions, suits, proceeds, costs, expenses, damages and liabilities, including attorney’s fees, claimed by any person, organization, association, or otherwise arising out of, or relating to the Equipment, use, possession, operation and/or condition, thereof, arising out of any event on or after the date of this Agreement.
Governing Law and Venue: This Agreement shall be governed by, and construed in accordance, with the law of the State of California, and the venue of any court action initiated pursuant to this Agreement shall be the Orange County Superior Court, California.
Legal Costs: In any legal proceedings instituted by Lorbel for the enforcement of the terms and provisions of this Agreement where Lorbel is the prevailing party, Lorbel shall be reimbursed by Customer for all of its reasonable costs, expenses and attorneys’ fees.
Partial Invalidity: The terms and provisions of this Agreement shall be deemed separable. If any term or provision of this Agreement or the appli cation thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to person(s) or circumstance(s) other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each term and provision of this A greement shall be enforceable to the fullest extent permitted by law.
Entire Agreement: THE TERMS OF THIS AGREEMENT REPRESENT THE COMPLETE AND ENTIRE AGREEMENT BETWEEN Lorbel AND CUSTOMER REGARDING THE MATTERS DESCRIBED HEREIN. NO VERBAL REPRESENTATION OF ANY SALESPERSON, AGENT, OFFICER, OR EMPLOYEE OF Lorbel SHALL OPERATE TO VARY THE WRITTEN TERMS HEREOF.
ANY ALTERATIONS OR MODIFICATIONS MUST BE IN WRITING, REFERENCE THIS AGREEMENT, AND BE SIGNED BY BOTH PARTIES.
Waiver: A waiver of the strict performance of any term of this Agreement by Lorbel shall not be deemed waiver of any other provision of this Agreement Agree with terms and conditions: Initial Here:
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Purchase Approval Form
Acceptance of Terms: By submitting a purchase order or accepting a price quotation of Lorbel Inc. (“Lorbel”) for the products or services described therein, Customer accepts and is bound to these standard terms and conditions. No additional or differing terms or conditions proposed or delivered by Customer, whether proposed or delivered verbally, through writing, electronic communication, facsimile, or any other means, shall retroactively alter Lorbel’s price quotation, service agreement or these terms and conditions in any way. This Agreement, including all of its terms and conditions, may only be amended in a writing signed by both parties.
Payment Terms: Payment terms are 50% Down, 50% Due Upon Completion at NET 30 Days (On Approved Credit) from the date of completion invoice, unless otherwise noted.
Additional charges apply for invoices billed with extended payment terms. Late payments shall be subject t o a late payment charge of 1.5% per month (18% per year) on any outstanding and delinquent balance.
Purchase Orders: Notwithstanding terms and conditions contained in the Customers purchase order, the terms and conditions of this Agreement shall prevail.
Credit Card Payment: Payments with Credit Card (Visa, Mastercard, AMEX, Etc.) will be charged an additional 3.1%, if $5,000.00 and above.
Acknowledgment: By signing this form, customer authorizes work to be performed, commits to payment for said work, and accepts the Terms & Conditions set forth herein.
Please make purchase orders payable to:
Lorbel Inc.
9400 7th Street, Suite C2
Rancho Cucamonga, CA 91730
Company Name: Service Company: LORBEL INC.
Prepared By: Oma Nguyen
Print Name: Quote ID: Proposal 1st Revision
Signature: Date: 10/27/23
Title: Email: [email protected]
Phone: Phone: 909-581-4841
Purchase Order: website: www.lorbel.com
Additional Service Offerings: UPS
Battery Upgrades and Replacements
Equipment operational training
New Equipment Sales
Full Capacitor Upgrade
Load Bank Testing
Start-Ups
Spare Parts
Emergency Repairs
Additional Service Offerings: Generator
Generator Preventative Maintenance
Automatic Transfer Switch Service and Testing
Load Bank Testing
Diesel Fuel Polishing
Diesel Fuel Sample
Additional Service Offerings: HVAC
Full Service Contracts
Repairs
Standard Preventative Maintenance
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Financial Status
City of Richmond
Public Works Department
Brief Description of our Financial Status October 27, 2023, 2023
To whom it may concern,
Lorbel Inc Financial Status is in good standing. We have never had to file for bankruptcy nor had any discrepancy towards our banking history. We have been customers of Wells Fargo Falcon Ridge Branch, 15282 Summit Ave, Fontana, CA 92336 since 2009.
Thank you for your time,
Oma Nguyen
Account Assistant
Lorbel Inc.
Lorbel Inc.
88 S. 3rd St. #160
San Jose, CA 95113
Office: 800-946-1634 | Fax: 951-840-2316
Electrical Contractor License: 1001575
88 S. 3rd St. #160 | San Jose, CA 95113 | Office: 800-946-1634 | Fax: 951-840-2316 Present Workload Capacity
City of Richmond
Public Works Department
Brief Description of Present Workload Capacity October 27, 2023 To whom it may concern,
Lorbel has provided the highest level of Mission Critical Support and quality products for over 20 years. We specialize in UPS (Uninterruptable Power Supply)-New and Refurbish equipment, PDU (Power Distribution Units), VRLA Batteries, HVAC, Lighting Inverters, and Maintenance service plans. With a 24/7 emergency hotline available to all, we can assist our customers with any questions or concerns. If a technician is required onsite, based on our contract agreement, we can have the tech arrive within 4- 6 hours or 24 hours, depending on the service agreement arrangement. Lorbel Technicians receive weekly safety training to provide them with any information to keep them safe while working. Our technicians are given a checklist to go through before and during the service appointment to ensure awareness of the type of job being performed and ensure all safety gear and tools needed are prepped and secure for the day's work. We have our Account administrators monitor the equipment Maintenance history based on the information. Our Account Admins will arrange to schedule the Technician visit with the respective representative from the City of Richmond and our technicians are always in close communication with our office, and we strive to ensure that everything performed on-site is recorded and preparations are made for any parts that may need to be replaced. The importance of upkeep to critical power is vital and we guarantee detailed services to ensure that your business is secure and runs smoothly. Lorbel is prepared to ensure that you and your company are covered by an uninterrupted power supply in case of any blackouts or brownouts. We make it our jobs to never leave you in the dark.
Thank you for your time,
Oma Nguyen
Account Assistant
Lorbel Inc.
For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF
RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PA YMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices . All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the
administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
General Conditions/EJ/TE 01-19-11 1 of 13
EXHIBIT D
GENERAL
CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall hav
e no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers . Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, Copyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the expres
s prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable int ellectual properties
without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
General Conditions/EJ/TE 01-19-11 3 of 13
Contractor shall, at its own cost and expens
e, furnish all facilities and
equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records . Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
General Conditions/EJ/TE 01-19-11 4 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a peri od of three (3)
years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance
. If this Contract requires Contractor to prepare
plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License
. Contractor shall obtain a Richmond Business License
before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
General Conditions/EJ/TE 01-19-11 6 of 13
13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including at
torney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for
design professional services subject to
California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misc onduct of an
indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and 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, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) 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. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety
. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies
. Contractor agrees to
abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not
assign this Contract, nor any portion
hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration
. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclus
ivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulat
ions enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality
. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival
. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
For the Contract between the City of
Richmond and
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.