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AGREEMENT WITH GEA MECHANICAL EQUIPMENT U.S., INC.
FOR WASTEWATER TREATMENT PLANT CENTRIFUGE PARTS, SERVICE, AND REPAIR SERVICES This Agreement, made and entered into this day of ____________________ 2025, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California ("CITY"), and GEA Mechanical Equipment U.S. Inc., a Delaware corporation ("CONTRACTOR"), whose address is 400 S. Wuthering Hills Dr. Janesville, WI 53546.
RECITALS:
A. CITY desires certain equipment maintenance and repair services on CONTRACTOR’S supplied equipment (the “Services”) hereinafter described.
B. CITY desires to engage CONTRACTOR to provide these Services by reason of its qualifications and experience for performing such services and CONTRACTOR has offered to provide the required services on the terms and in the manner set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
SECTION 1 - SCOPE OF SERVICES
The scope of services to be performed by CONTRACTOR under this Agreement is as described in Exhibit A to this Agreement (the “Services”), which is attached and incorporated by reference.
SECTION 2 - DUTIES OF CONTRACTOR
CONTRACTOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by CONTRACTOR under this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors or deficiencies in its work. CONTRACTOR warrants that the Services (including all materials/spare parts) shall be in good working order and free from defects in materials and workmanship for a period of ninety (90) days. In addition to the foregoing, and not in limitation thereof, CONTRACTOR hereby agrees to assign to CITY all rights obtained under warranties given by CONTRACTOR's third-party CONTRACTORs and suppliers with respect to the Services (including all materials) provided by CONTRACTOR hereunder to the extent same are assignable. If any such warranty is not assignable, CONTRACTOR shall pursue same on CITY’s behalf against the warrantor.
This warranty of material and workmanship is the only warranty made by CONTRACTOR and is in lieu of all other warranties, express or implied, and CONTRACTOR disclaims on behalf of itself and its suppliers any and all implied warranties, including, without limitation, warranties of merchantability, fitness for a specific purpose (other than the purpose stated in the CITY's specifications set forth in the contract), suitability or performance This warranty shall not cover (i) any defects arising from corrosion, abrasion, use of unsuitable lubricants, operation outside of prescribed temperature ranges, or negligent attendance or faulty operation, (ii) ordinary wear and tear, or (iii) any defects caused by errors on the part of CITY in not providing suitable premises in which the equipment is to be located, adequate foundation works, or adequate protection against influences within or outside the premises which may affect the equipment or its operation. CONTRACTOR's obligation under this warranty is strictly and exclusively limited to furnishing repairs or replacements for equipment or parts determined to be defective on inspection by an authorized Contract for Services-Estero SB854 (PW) Page 2 of 12
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representative of CONTRACTOR. CONTRACTOR assumes no responsibility and shall have no liability for any repairs or replacements by CITY without CONTRACTOR's prior written authorization.
CONTRACTOR represents that it is qualified to furnish the Services described under this Agreement.
CONTRACTOR shall be responsible for employing or engaging all persons necessary to perform the services of CONTRACTOR.
CONTRACTOR and his subcontractors shall comply with State’s Prevailing Wage Laws.
CONTRACTOR or subcontractor shall not be qualified to bid on, be listed in a bid proposal, or engage in the performance of any contract for public work unless currently registered and qualified to perform public work pursuant to Section 1725.5 of the Labor Code. For the work performed for the City, the CONTRACTOR and his subcontractors shall pay the workers at the prevailing wage rate as determined by the California Department of Industrial Relations, for this locality. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. CONTRACTOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.
SECTION 3 - DUTIES OF CITY
CITY shall provide pertinent information regarding its requirements for the project.
CITY shall examine documents submitted by CONTRACTOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONTRACTOR's work.
The CITY is responsible for operating any equipment and use any Services provided hereunder in compliance with any applicable written instructions and safety guidelines provided by CONTRACTOR. – SECTION 4 - TERM
The Services to be performed under this Agreement shall commence upon execution of this Agreement and continue for a period of three (3) years. At the City’s discretion, up to two (2), one-year extensions may be exercised through an amendment of this Agreement, for a total potential agreement term of up to five (5) years.
SECTION 5 - PAYMENT
Payment shall be made by CITY only for Services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in Exhibit A, CITY agrees to pay CONTRACTOR a fee in an amount not to exceed $600,000.00 pursuant to rates stated in Exhibit B, attached and incorporated by reference. At its option, the City has two optional, one-year extensions at $200,000 for each extension, for a total potential agreement term of five years, and $1,000,000 total agreement amount.
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SECTION 6 – TERMINATION
Without limitation to such rights or remedies as CITY shall otherwise have by law, CITY shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice. In such event, CITY shall pay CONTRACTOR for all Services performed to date plus any costs incurred in connection with preparing to complete the remaining Services that are not otherwise able to be cancelled without costs.
SECTION 7 - RIGHT TO USE DOCUMENTS
All documents prepared by CONTRACTOR in the performance of this Agreement are based on intellectual property of CONTRACTOR related to the maintenance and repair of CONTRACTOR’s equipment and shall remain the sole intellectual property of CONTRACTOR. CONTRACTOR hereby licenses to CITY the right to use anu such documents solely in connection with the use, maintenance and repair of the equipment that the Services are performed on..
SECTION 8 - CONFIDENTIALITY
All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release.
All drawings, notebooks, operating data, specifications, and other information, data and material (“Information”) furnished to CITY by CONTRACTOR shall remain the proprietary and confidential property of CONTRACTOR, and shall be used by CITY only with respect to the work covered by the Contract and not in connection with any other project. Information shall not be made available to any third party without CONTRACTOR's prior written consent. CITY shall not, not permit any third party to, reverse engineer, measure or otherwise technically examine or test CONTRACTOR's Goods. Any Information shall only be disclosed by CITY to its employees on a need-to-know basis for the operation, maintenance, and repair of the Goods. Intellectual property or patent rights which may be obtained on the basis of the Information or the Goods shall remain the exclusive property of CONTRACTOR. The City shall treat the Information as confidential as allowed under law. In the event the City receives a California Public Record Act request for the Information, the CITY shall immediately notify CONTRACTOR so that CONTRACTOR may promptly seek an appropriate legal action to prevent disclosure of its Information.
SECTION 9 - INTEREST OF CONTRACTOR
CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services under this Agreement.
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SECTION 10 - CONTRACTOR'S STATUS
It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement.
SECTION 11 – INDEMNITY AND DAMAGES
CONTRACTOR agrees to hold harmless and indemnify City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents from and against any and all third party claims, loss, liability, damage, and expense arising out of CONTRACTOR’s negligence or willful misconduct or the performance of this Agreement to the extent such actions result in the personal injury or death or damage to personal property , except for those claims arising out of CITY’s negligence or willful misconduct. CONTRACTOR agrees to defend City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents against any such claims. The CONTRACTOR’S duty to indemnify shall survive expiration or early termination of this Agreement.
In no event shall CONTRACTOR or its suppliers be liable in contract or in tort or under any other legal context or theory, including negligence and strict liability, for any special, punitive, indirect, incidental or consequential damages of any kind or character, including, but not limited to, loss of use of productive facilities or goods, costs of product recall, plant downtime, damage to or loss of product, chemicals, catalysts, feedstock or other raw materials, loss of revenues or profits or loss under purchases or contracts made in reliance on the performance or non-performance of the goods or Services, whether suffered by CITY or any third party. Except as provided below, CONTRACTOR's and its suppliers' aggregate responsibility and liability, whether arising out of contract or tort or any other legal context or theory, including negligence and strict liability, all claims for breach of any warranty or guarantee, failure of performance or delay in performance by CONTRACTOR or performance or non-performance of the goods shall not exceed the price paid for the Services hereunder. Notwithstanding the foregoing, for any claims for which CONTRACTOR is responsible for indemnity as provided herein for personal injury or death or damage to personal property, the monetary cap in the preceding sentence shall not apply and instead a separate cap of $3,000,000.00 shall apply.
SECTION 12 - INSURANCE
Contractor shall procure and maintain for the duration of the contract the insurance specified in Exhibit C to this Agreement.
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SECTION 13 - NONASSIGNABILITY
Both parties hereto recognize that this Agreement is for the personal services of CONTRACTOR and cannot be transferred, assigned, or subcontracted by CONTRACTOR without the prior written consent of CITY.
SECTION 14 - RELIANCE UPON SKILL OF CONTRACTOR
It is mutually understood and agreed by and between the parties hereto that CONTRACTOR is skilled in the performance of the work agreed to be done under this Agreement and that CITY relies upon the skill of CONTRACTOR to do and perform the work in the most skillful manner, and CONTRACTOR agrees to thus perform the work. The acceptance of CONTRACTOR's work by CITY does not operate as a release of CONTRACTOR from said obligation.
SECTION 15 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.
SECTION 16 - COSTS AND ATTORNEY FEES
Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.
SECTION 17 - NON-DISCRIMINATION
CONTRACTOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONTRACTOR nor any of its subcontractors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.
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SECTION 18 - MEDIATION
Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the State Mediation and Conciliation Service, or other agreed-upon service. The mediator shall be selected by a blind draw.
The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.
SECTION 19 - LITIGATION
CONTRACTOR shall testify at CITY'S request if litigation is brought against CITY in connection with CONTRACTOR'S services under this Agreement. Unless the action is brought by CONTRACTOR, or is based upon CONTRACTOR'S wrongdoing, CITY shall compensate CONTRACTOR for preparation for testimony, testimony, and travel at CONTRACTOR'S standard hourly rates at the time of actual testimony.
SECTION 20 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows:
To CITY: Rob Learmonth
City of San Mateo
2050 Detroit Dt
San Mateo CA 94404
To CONTRACTOR: GEA Mechanical Equipment U.S., Inc.
Attn: Evan Walker, President
400 S. Wuthering Hills Dr.
Janesville, WI 53546
SECTION 21 - AGREEMENT CONTAINS ALL
UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between CITY and CONTRACTOR and supersedes all prior negotiations, representations, and agreements, either written or oral.
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This document may be amended only by written instrument, signed by both CITY and CONTRACTOR.
SECTION 22 - GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California, and, in the event of litigation, venue will be in the County of San Mateo.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this agreement has been duly executed by the parties hereinabove named, as of the day and year first above written.
CITY OF SAN MATEO CONTRACTOR
Matt Fabry
Public Works Director
Date Evan Walker
Its Authorized Agent
President
If a Corporation, can be either
1) President or 2) Vice
President plus an additional
corporate officer (i.e.,
Secretary, Treasurer) who shall
sign below.
Date
APPROVED AS TO FORM
Linh P. Nguyen
Assistant City Attorney
Date
Attachments:
Exhibit A: Scope of Services
Exhibit B: Payment Rates
Exhibit C: Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Minor Service Decanters
Definition:
Visual machine inspection
Inspection of conveyor scroll for wear
Inspection of solids discharge ports and bushings for wear Lubricant change for Gear Box*
Check oil level and refill if required the central lubrication system Replacement of oil for the scroll bearings
Inspection of temperature feelers and Oil Pulse sensors Inspection and adjustment of v-belts and speed sensors
Inspection of vibration monitoring system
Replacement of gaskets and O-Rings for feed –tube
Greasing of motor*
Check functions of PLC (if supplied by GEA)
Test run unit on product or water
Check vibration of unit, both before** and after service Provide written report detailing overall condition and recommendations *All lubricants that are provided by customer must be per OEM recommendations. ** Vibration check prior to service when practical.
Parts in accordance with Annex 2
Major Service Decanters
Definition:
Visual machine inspection
Inspection of the drive system
When applicable, replacement of the planetary gear’s shaft complete (SMEK) with a factory reconditioned shaft Replacement of main bowl bearings, seals and O-rings
Replacement of conveyor scroll bearings, seals and O-rings Inspection of conveyor scroll and bowl discharge ports for wear Oil exchange Gear Box*
Check oil level and refill the central lubrication system, if required* Replacement of oil for the scroll bearings*
Replacement of V-belts
Replacement of gaskets and O-Rings for feed –tube; -line and liquid discharge line Inspection of temperature sensors
Inspection and adjustment of speed sensors
Check functions of PLC (if supplied by GEA)
Test run unit on product or water
Check vibration of unit, both before** and after service Provide written report detailing overall condition and recommendations *All lubricants that are provided by customer must be per OEM recommendations. ** Vibration check prior to service when practical.
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EXHIBIT B
PAYMENT RATES
Rates of attendance for non-scheduled services
GEA reserves the right to update Rates of attendance for non-scheduled services with 30 days’ notice.
Domestic Service Rates
Effective Aug 1, 2024
Regular Service
Monday – Friday $220.00 / Hr.
Monday – Friday Overtime $290.00 / Hr.
Saturday $290.00 / Hr.
Sunday & Holiday $348.00 / Hr.
Estimated Freight Charged at cost Part #: 9300-0002-202 @ $1200.00 Travel Expenses
Airfare, car rental, meals,
lodging, etc. are charged at
actual cost. Use of the company
service fleet leased, or private
vehicles is charged at $0.625
cents/mile. Travel time will be
charged at current rates, listed
above.
$125 booking Fee for travel
Arrangements.
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EXHIBIT C
INSURANCE REQUIREMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07 covering CGL on an “occurrence” basis, including products-completed operations, personal & advertising injury, with limits of $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limits of $1,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of $1,000,000 per accident for bodily injury or disease.
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents are to be covered as insureds on the auto policy for liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; and on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Contractor’s insurance coverage shall be primary insurance where the claim arises from Contractor’s negligence or willful misconduct as respects the City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents. Any insurance or self-insurance maintained by the City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, or agents shall be excess of the Contractor’s insurance and shall not contribute with it.
Notice of Cancellation
Contractor shall notify the City of San Mateo of any coverage that is canceled, except after thirty (30) days’ prior written notice (10 days for non-payment) has been given to the City.
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Waiver of Subrogation
Contractor hereby grants to the City of San Mateo and the Estero Municipal Improvement District a waiver of any right to subrogation which Contractor’s Workers’ Compensation insurer may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Acceptability of Insurers
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
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.